166 


/ 


Complete 


first  /Ifoortgage, 

Securing 

#12,000,000 

4 XA%  Fifty-Year  Gold  Bonds. 
Payable  June  1,  1959. 

Interest  Payable  June  1  and  December  1. 


FLORIDA  EAST  COAST  RAILWAY 
COMPANY 

TO 

BANKERS  TRUST  COMPANY, 

THE  LIBRARY  Trustee. 

OF  THE 

UNIVERSITY  OF  ILLINOIS 


Dated  June  1,  1909. 


McIlroy  &  Emmet,  22  Thames  Street.  N.  Y. 


/ 


3  2  5,4- 


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TIbiS  flnbenture  Dated  the  first  day  of  June,  in  the 
year  one  thousand  nine  hundred  and  nine,  between 

Florida  East  Coast  Railway  Company,  a  corporation 
created  by  and  existing  under  the  laws  of  the  State  of  Florida, 
hereinafter  called  the  “  Railway  Company,”  party  of  the  first 
part,  and 

Bankers  Trust  Company,  a  corporation  created  by  and 
existing  under  the  laws  of  the  State  of  New  York,  hereinafter 
called  the  “  Trustee,”  party  of  the  second  part. 

Whereas,  The  Railway  Company  is  a  corporation  authorized 
to  own,  construct,  extend,  maintain,  and  operate,  a  line  of  rail¬ 
road  from  the  northerly  or  westerly  bank  of  the  St.  Johns  River 
at  or  near  the  city  of  Jacksonville,  Duval  County,  to  a  point  at 
or  near  the  city  of  Key  West  in  Monroe  County,  passing  through 
the  counties  of  Duval,  St.  Johns,  Putnam,  Volusia,  Brevard, 
St.  Lucie,  Dade,  and  Monroe,  with  branches,  all  within  the  State 
of  Florida;  and 

Whereas,  Under  and  in  compliance  with  the  laws  of  the  State 
of  Florida,  the  Railway  Company  has  constructed  and  ex¬ 
tended,  and  now  owns,  maintains  and  operates  the  said  line  of 
railroad  from  a  point  at  or  near  its  terminus  in  Jacksonville,  in 
said  Duval  County,  to  and  across  the  St.  Johns  River  to  a  point 
on  the  extension  of  said  railway,  south  of  Miami,  known  as 
Knights  Key,  the  present  terminus  of  said  railroad,  with  branches 
and  has  under  construction  and  partially  completed  a  line  of 
railroad  extending  from  said  Knights  Key  to  a  point  at  or  near 
the  City  of  Key  West,  including  certain  terminals  at  said  Key 
West,  all  within  the  State  of  Florida,  as  more  particularly  here¬ 
inafter  named; 

Whereas,  The  Railway  Company  is  authorized  by  law  to 
borrow  such  sums  of  money  at  such  rates  of  interest  and  upon 
such  terms  as  it  or  its  Board  of  Directors  shall  authorize  or  agree 
upon  and  may  deem  necessary  or  expedient,  and  to  execute 
one  or  more  trust  deeds  or  mortgages  therefor;  and 


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2 


Whereas,  At  a  meeting  of  the  Board  of  Directors  of  the 
Railway  Company,  duly  held,  pursuant  to  due  notice,  at  the 
office  of  the  Company,  in  the  City  of  New  York,  on  the  seven¬ 
teenth  day  of  June,  1909,  a  quorum  being  present,  resolutions 
were  duly  adopted,  including  the  following  that  is  to  say: 


Resolved ,  That  for  the  purposes  of  the  extension  of  the  railroad 
of  this  Company  to  Key  West,  building  branch  lines,  consoli¬ 
dating  with  or  leasing  or  purchasing  other  railroads  or  railroad 
properties,  as  allowed  by  law,  and  for  the  purpose  of  improving, 
equipping,  providing  betterments  for,  constructing,  operating, 
and  maintaining  the  railroad  and  property  of  this  Company 
now  owned  or  hereafter  acquired,  and  for  paying  moneys 
advanced  therefor,  and  for  paying  moneys  now  owing  by  the 
Railway  Company,  paying  its  existing  indebtedness,  retiring 
its  present  outstanding  bonds,  and  for  its  other  lawful  purposes, — 
the  Board  of  Directors  of  Florida  East  Coast  Railway  Company 
do  deem  it  necessary  and  expedient  that  the  Railway  Company 
shall  borrow,  and  do  give  authority  and  agree  that  it  shall  borrow, 
such  sum,  not  exceeding  Twelve  Million  Dollars,  and  do  issue 
and  dispose  of  its  bonds  for  such  amount  so  borrowed,  and  do 
mortgage  its  property  and  franchises,  to  secure  the  payment  of 
said  bonds — all  as  set  forth  in  the  proposed  mortgage  or  deed  of 
trust,  dated  June  1,  1909,  to  Bankers  Trust  Company,  as  Trus¬ 
tee,  and  now  submitted  to  this  meeting;  and  accordingly  that 
the  President,  or  any  Vice-President  and  the  Secretary  or 
any  Assistant  Secretary  of  the  Company  be,  and  hereby  they 
are,  authorized  to  execute  and  to  issue  and  deliver  bonds  of 
Florida  East  Coast  Railway  Company,  dated  June  1,  1909, 
and  payable  fifty  years  after  the  date  thereof,  bearing  in¬ 
terest  at  the  rate  of  four  and  one-half  per  cent  per  annum, 
payable  semi-annually  in  each  and  every  year  until  the  principal 
shall  have  been  fully  paid;  both  the  principal  and  interest  to  be 
payable  in  gold  coin  of  the  United  States  of  the  present  standard 
of  weight  and  fineness  at  the  office  or  agency  of  the  Railway 
Company  in  the  City  of  New  York,  without  deduction  for  any 
tax  or  taxes  which  the  Railway  Company  or  the  Trustee  may  be 
required  to  pay  or  retain  therefrom  under  or  pursuant  to  any  pres¬ 
ent  or  future  law  of  the  United  States,  or  of  any  State,  county  or 
municipality  therein;  such  bonds  to  be  coupon  bonds,  each  for  the 
principal  sum  of  $1,000,  giving  to  the  holder  the  right  to  register 
the  principal  thereof  and  the  right  to  convert  the  same  into 
registered  bonds  without  coupons;  and  also  registered  bonds 
without  coupons,  each  for  the  principal  sum  of  $1,000,  and  of  such 
multiples  of  $1,000  as  from  time  to  time  may  be  prescribed  by 
the  Railway  Company  by  resolution  of  its  Board  of  Directors, 
subdivisible  into  registered  bonds  of  any  denomination  not  less 
than  $1,000,  and  also  convertible  into  coupon  bonds  of  that  de¬ 
nomination;  and  be  it  further 


3 


Resolved,  That  the  President  or  any  Vice-President  and  the 
Secretary  or  Assistant  Secretary  of  Florida  East  Coast  Railway 
Company  be,  and  hereby  they  are,  authorized,  in  the  name  and 
behalf  of  the  Railway  Company  and  under  its  corporate  seal, 
to  execute  and  acknowledge,  and  to  deliver  to  Bankers  Trust 
Company,  a  corporation  of  the  State  of  New  York,  as  Trustee,  a 
mortgage  or  deed  of  trust,  dated  June  1,  1909,  mortgaging  and 
pledging  any  and  all  of  the  railroad,  franchises  and  property, 
now  owned  or  hereafter  acquired  by  the  Railway  Company,  as 
security  for  the  said  issue  of  bonds  authorized  by  the  foregoing 
resolution;  such  mortgage  or  deed  of  trust  to  be  substantially 
in  the  form  of  a  draft  thereof  now  submitted  to  this  meeting 
and  annexed  to  the  minutes  thereof;  and  be  it  further 

Resolved,  That  the  coupons  attached  to  the  coupon  bonds  to 
be  issued  as  aforesaid  may  be  authenticated  by  the  engraved 
fac-simile  signature  of  the  present  Treasurer,  or  of  any  future 
Treasurer,  of  Florida  East  Coast  Railway  Company,  it  being 
hereby  intended  that  the  Railway  Company  may  adopt,  and  may 
use  for  that  purpose,  the  engraved  fac-simile  signature  of  any 
person  who  shall  have  been  such  Treasurer,  notwithstanding  the 
fact  that  he  may  have  ceased  to  be  such  Treasurer  at  the  time 
when  any  such  bond  shall  actually  be  certified  and  delivered; 
and  be  it  further 

Resolved,  That  the  President,  or  any  Vice-President,  and  the 
Secretary  or  Assistant  Secretary  of  Florida  East  Coast  Railway 
Company  be,  and  hereby  they  are,  authorized  in  behalf  of  said 
Company,  to  take  all  such  action  as  from  time  to  time  may  be¬ 
come  necessary  or  proper  to  carry  these  resolutions  into  effect. 

And  whereas,  At  a  meeting  of  the  stockholders  of  the  Railway 
Company  duly  held  in  the  City  of  St.  Augustine,  State  of  Florida, 
on  June  19,  1909,  this  mortgage  or  deed  of  trust  by  the  Rail¬ 
way  Company,  of  its  railroad,  property  and  franchises  to  secure 
an  issue  of  bonds  for  a  principal  sum  not  exceeding  $12,000,000 
duly  was  authorized,  and  written  consent  thereto  duly  was  signed 
on  the  record  of  such  meeting  by  the  holders  of  all  of  the  capital 
stock  of  the  Railway  Company;  and 

Whereas,  The  draft  of  mortgage  or  deed  of  trust  sub¬ 
mitted  and  approved  at  said  meeting  of  the  Board  of  Directors, 
and  at  said  meeting  of  the  stockholders,  of  the  Railway  Company, 
was  of  the  form  and  tenor  and  date  of  this  indenture ;  and 

Whereas,  The  bonds  to  be  secured  by  this  indenture  are  to 
be  coupon  bonds  of  the  denomination  of  $1,000,  numbered  con¬ 
secutively  from  1  upwards,  giving  to  the  holder  the  right  to 


4 


register  the  principal  thereof  and  the  right  to  convert  the  same 
into  registered  bonds  without  coupons;  and  also  registered  bonds 
without  coupons,  each  for  the  principal  sum  of  $1,000,  and  of  such 
multiples  of  $1,000  as  from  time  to  time  may  be  prescribed 
by  the  Railway  Company  by  resolution  of  its  Board  of  Directors 
or  the  Executive  Committee  thereof,  the  holder  whereof  shall 
have  the  right  to  subdivide  the  same  into  such  registered  bonds 
of  any  denomination  not  less  than  $1,000,  or  to  convert  the  same 
into  coupon  bonds  of  that  denomination;  and  all  such  bonds  from 
time  to  time,  as  directed  by  the  Board  of  Directors  of  the  Rail¬ 
way  Company,  to  be  executed  in  the  name  and  behalf  of  the 
corporation  and  under  its  corporate  seal,  by  the  President 
or  by  any  Vice-President,  and  by  the  Secretary  or  any  Assistant 
Secretary,  of  the  Railway  Company,  and  to  be  sub¬ 
stantially  of  the  following  tenor — the  number  of  each  bond,  and 
the  principal  sum  and  the  date  of  each  registered  bond  without 
coupons,  having  been  inserted  in  the  respective  blanks  therefor: 

[form  of  coupon  bond.] 

No.  $1,000 

UNITED  STATES  OF  AMERICA. 

Florida  East  Coast  Railway  Company 
First  Mortgage  4J%  50-Year  Coupon  Gold  Bond. 

Know  all  men  by  these  presents,  That  the  Florida  East 
Coast  Railway  Company,  a  corporation,  hereinafter  called  the 
“  Railway  Company,”  for  value  received,  promises  to  pay  to 
the  bearer,  or,  if  registered,  to  the  registered  holder  of  this  bond, 
one  thousand  dollars  in  gold  coin  of  the  United  States  of  America, 
on  the  first  day  of  June,  1959,  at  the  office  or  agency  of  the  Rail¬ 
way  Company  in  the  City  of  New  York,  N.  Y.,  and  to  pay  in¬ 
terest  thereon  at  the  rate  of  four  and  one-half  per  cent  per  annum 
from  June  1,  1909,  payable  semi-annually  at  the  said  office  or 
agency,  in  like  gold  coin,  on  the  first  day  of  June  and  the  first 
day  of  December  in  each  and  every  year  until  the  payment  of 
said  principal  sum,  but  only  upon  presentation  and  surrender, 
as  severally  they  shall  mature,  of  the  coupons  therefor  annexed 
hereto;  such  United  States  gold  coin  in  every  case  to  be  of  the 
standard  of  weight  and  fineness  as  it  existed  June  1,  1909. 

Both  the  principal  and  the  interest  of  this  bond  are  payable 
without  deduction  for  any  tax  or  taxes  which  the  Railway 
Company  or  the  Trustee  may  be  required  to  pay  or  to  retain 
therefrom,  under  any  present  or  future  law  of  the  United  States, 
or  of  any  State  or  County  or  municipality  therein. 


5 


This  bond  is  one  of  a  series  of  First  Mortgage  Four  and  one- 
half  Per  Cent  50- Year  Gold  Bonds  (coupon  and  registered)  of 
the  Railway  Company  for  an  aggregate  principal  sum  not  ex¬ 
ceeding  Twelve  Million  Dollars  at  any  one  time  outstanding, 
issued  and  to  be  issued  under  and  in  pursuance  of,  and  all  equally 
secured  by,  a  mortgage  or  deed  of  trust  dated  June  1,  1909,  duly 
executed  by  the  Railway  Company  to  Bankers  Trust  Company,  a 
corporation  of  the  State  of  New  York,  as  Trustee,  of  the  property 
and  franchises  mentioned  in  said  mortgage  or  deed  of  trust,  to 
which  reference  hereby  is  made  for  a  description  of  the  property 
and  franchises  mortgaged  and  pledged,  the  nature  and  extent  of 
the  security,  the  rights  of  the  holders  of  said  bonds  under  the 
same,  and  the  terms  and  conditions  upon  which  said  bonds  are 
issued,  received  and  held;  the  officers,  directors  and  stockholders 
of  the  Railway  Company  being  expressly  exempted,  relieved  and 
absolved  from  any  and  all  personal  liability  in  respect  of  said 
bonds,  all  such  liability  being  hereby  expressly  waived. 

This  bond  shall  pass  by  delivery,  unless  registered  in  the 
owner’s  name  on  the  books  of  the  Railway  Company,  at  its 
office  or  agency  in  the  City  of  New  York,  such  registry  being 
noted  on  the  bond.  After  such  registration,  no  transfer  shall  be 
valid  unless  made  on  the  Railway  Company’s  books  by  the 
registered  owner,  and  similarly  noted  on  the  bond ;  but  the  same 
may  be  discharged  from  registry  by  being  transferred  to  bearer, 
and  thereafter  transferability  by  delivery  shall  be  restored,  but 
this  bond  may  again  from  time  to  time  be  registered  or  trans¬ 
ferred  to  bearer  as  before.  Such  registration,  however,  shall 
not  affect  the  negotiability  of  the  coupons,  which  shall  con¬ 
tinue  to  be  transferable  by  delivery  merely. 

The  holder,  also,  at  his  option,  may  surrender  for  cancellation 
this  bond  with  the  coupons  for  future  interest  thereon,  in  ex¬ 
change  for  a  registered  bond  without  coupons,  as  provided  in 
said  indenture. 

This  bond  shall  not  become  obligatory  for  any  purpose  until 
it  shall  have  been  authenticated  by  the  certificate,  hereon  en¬ 
dorsed,  of  the  Trustee  under  said  indenture. 

In  witness  whereof,  the  Florida  East  Coast  Railway  Company 
has  caused  these  presents  to  be  signed  by  its  President  or  one  of 
its  Vice-Presidents,  and  its  corporate  seal  to  be  hereunto  affixed, 
and  to  be  attested  by  its  Secretary,  or  an  Assistant  Secretary, 
and  coupons  for  such  interest,  with  the  engraved  fac-simile 
signature  of  its  Treasurer,  to  be  attached  hereto,  as  of  the  first 
day  of  June,  1909. 


[l.  s.] 


Florida  East  Coast  Railway  Company, 
By 


President. 


Attest. 


Secretary. 


6 


[form  of  registered  bond.] 

No.  $ 

UNITED  STATES  OF  AMERICA. 

Florida  East  Coast  Railway  Company. 

First  Mortgage  4£%  50-Year  Registered  Gold  Bond. 

Know  all  men  by  these  presents,  That  the  Florida  East 
Coast  Railway  Company,  a  corporation,  hereinafter  called  the 
“  Railway  Company,”  for  value  received,  promises  to  pay  to 

or  registered  assigns, 
dollars,  in  gold  coin 

of  the  United  States  of  America,  on  the  first  day  of  June,  1959, 
at  the  office  or  agency  of  the  Railway  Company  in  the  City  of 
New  York,  N.  Y.,  and  to  pay  interest  thereon  from  the  first  day 
of  June,  or  the  first  day  of  December,  as  the  case  may  be,  next 
preceding  the  date  hereof  (unless  this  bond  be  dated  June  1,  or 
December  1,  and  in  that  event  from  the  date  hereof),  at  the  rate 
of  four  and  one  half  per  cent  per  annum,  semi-annually  at  said 
office  or  agency,  in  like  gold  coin,  on  the  first  day  of  June 
and  the  first  day  of  December  in  each  and  every  year  until  the 
payment  of  said  principal  sum;  such  United  States  gold  coin  in 
every  case  to  be  of  the  standard  of  weight  and  fineness  as  it 
existed  June  1,  1909. 

Both  the  principal  and  the  interest  of  this  bond  are  payable 
without  deduction  for  any  tax  or  taxes  which  the  Railway 
Company  or  the  Trustee  may  be  required  to  pay  or  to  retain 
therefrom,  under  any  present  or  future  law  of  the  United  States, 
or  of  any  State  or  County  or  municipality  therein. 

This  bond  is  one  of  a  series  of  First  Mortgage  Four  and  one-half 
Per  Cent.  50-Year  Gold  Bonds  (coupon  and  registered)  of  the 
Railway  Company  for  an  aggregate  principal  sum  not  exceeding 
Twelve  Million  Dollars  at  any  one  time  outstanding,  issued  and 
to  be  issued  under  and  in  pursuance  of,  and  all  equally  secured 
by,  a  mortgage  or  deed  of  trust  dated  June  1,  1909,  duly  executed 
by  the  Railway  Company  to  Bankers  Trust  Company,  a  corpora¬ 
tion  of  the  State  of  New  York,  as  Trustee,  of  the  property  and 
franchises  mentioned  in  said  mortgage  or  deed  of  trust,  to  which 
reference  hereby  is  made  for  a  description  of  the  property  and 
franchises  mortgaged  and  pledged,  the  nature  and  extent  of  the 
security,  the  rights  of  the  holders  of  said  bonds  under  the  same, 
and  the  terms  and  conditions  upon  which  said  bonds  are  issued, 
received  and  held;  the.  officers,  directors  and  stockholders  of  the 
Railway  Company  being  expressly  exempted,  relieved  and 
absolved  from  any  and  all  personal  liability  in  respect  of  said 
bonds,  all  such  liability  being  hereby  expressly  waived. 

This  bond  is  transferable  by  the  registered  holder  hereof, 
in  person  or  by  attorney  duly  authorized,  on  the  books  of  the 
Railway  Company,  at  its  office  or  agency  in  the  City  of  New 


7 


York,  upon  surrender  and  cancellation  of  this  bond;  and  there¬ 
upon  a  new  registered  bond  will  be  issued  to  the  transferee  in 
exchange  therefor,  as  provided  in  said  indenture,  and  on  pay¬ 
ment,  if  the  Railway  Company  shall  so  require,  of  the  charge 
therein  provided  for.  This  bond,  also,  in  the  manner  prescribed 
in  said  indenture,  and  upon  payment  of  the  charge  therein  pro¬ 
vided  for,  is  subdivisible  into  registered  bonds  of  a  denomination 
not  less  than  $1,000,  and  every  registered  bond  is  exchangeable 
for  coupon  bonds  for  the  same  aggregate  principal  sum. 

This  bond  shall  not  become  obligatory  for  any  purpose  until 
it  shall  have  been  authenticated  by  the  certificate,  hereon  en¬ 
dorsed,  of  the  Trustee  under  said  indenture. 

In  witness  whereof,  the  Florida  East  Coast  Railway  Com¬ 
pany  has  caused  these  presents  to  be  signed  by  its  President  or 
one  of  its  Vice-Presidents,  and  its  corporate  seal  to  be  hereunto 
affixed,  and  to  be  attested  by  its  Secretary  or  an  Assistant 
Secretary  this  .day  of  ,  19  . 


[l.  s.] 


Attest : 


Florida  East  Coast  Railway  Company 
By 


President. 


Secretary. 


And  whereas,  There  are  to  be  attached  to  the  said  coupon 
bonds,  at  the  time  of  the  issue  thereof,  coupons  representing 
the  semi-annual  installments  of  interest  which  are  to  become 
due  thereon,  each  of  which  coupons  is  to  be  substantially  of  the 
following  tenor,  to  wit : 

[form  of  interest  coupon,  of -which  the  first  is  to  be 
PAYABLE  DECEMBER  1,  1909.] 

No.  $22.50 

On  the  first  day  of 

Florida  East  Coast  Railway  Company  will  pay  to  bearer,  at  its 
office  or  agency  in  the  City  of  New  York,  N.  Y.,  Twenty-two 
50/100  Dollars,  United  States  Gold  Coin  of  the  standard  existing 
June  1,  1909,  without  deduction  for  taxes,  being  six  months’ 
interest  then  due  on  its  First  Mortgage  4£%  50- Year  Gold  Bond, 
No. 

Treasurer 


And  whereas,  Every  registered  bond  without  coupons  shall 
bear  thereon  an  endorsement  or  notation  in  proper  form  setting 
forth  that  such  bond  is  issued  in  lieu  of,  or  in  exchange  for, 
coupon  bonds  bearing  designated  serial  numbers,  for  $1,000 
each,  none  of  which  is  contemporaneously  outstanding;  and 


8 


Whereas,  On  each  of  said  coupon  bonds,  and  on  each  of  said 
registered  bonds  without  coupons,  there  is  to  be  endorsed  a 
certificate  of  the  Trustee,  or  its  successor  appointed  hereunder, 
that  it  is  one  of  the  bonds  described  in  this  indenture,  and  no 
bond  shall  be  secured  by  this  indenture  or  shall  be  obligatory 
for  any  purpose  unless  such  certificate  shall  have  been  executed 
by  the  Trustee  or  its  successor  appointed  hereunder;  said  certifi¬ 
cate  to  be  substantially  of  the  following  tenor,  to  wit: 


[form  of  trustee’s  certificate.] 


This  bond  is  one  of  the  bonds  described  in  the  within  men¬ 
tioned  Indenture. 


Bankers  Trust  Company, 

Trustee. 


By 


And  whereas,  Each  of  the  coupons  to  be  attached  to  said 
coupon  bonds  is  to  be  authenticated  by  the  engraved  fac-simile 
signature  of  the  present  Treasurer  or  of  any  future  Treasurer 
of  the  Railway  Company,  and  the  Railway  Company  may 
adopt  and  may  use  for  that  purpose  the  engraved  fac-simile 
signature  of  any  person  who  shall  have  been  such  Treasurer, 
notwithstanding  the  fact  that  he  shall  have  ceased  to  be  such 
Treasurer  at  the  time  when  any  such  coupon  shall  be  actually 
certified  and  delivered,  and  such  coupons  shall  be  attached  to 
the  bond;  and 

Whereas,  All  acts  and  things  prescribed  by  law  and  by  the 
by-laws  of  the  Railway  Company  have  been  duly  performed 
and  complied  with,  and  the  Railway  Company  has  executed  this 
indenture,  and  proposes  to  issue  the  bonds  hereby  secured,  in  the 
exercise  of  each  and  every  legal  right  and  power  in  it  vested: 

1Ro\\\  therefore  this  Hn&enture  TOtnessetb : 

That  in  consideration  of  the  premises  and  of  the  purchase  and 
acceptance  of  such  bonds  by  the  holders  thereof,  and  of  the  sum 


9 


of  one  dollar  to  it  duly  paid  by  the  Trustee  at  or  before  the  en¬ 
sealing  and  delivery  of  these  presents,  the  receipt  whereof  is 
hereby  acknowledged,  and  in  order  to  secure  the  payment  of 
the  principal  and  interest  of  all  such  bonds  at  any  time  issued  and 
outstanding  under  this  indenture,  according  to  their  tenor  and 
effect,  and  the  performance  of  all  the  covenants  and  conditions 
herein  contained,  and  to  declare  the  terms  and  conditions  upon 
which  such  bonds  shall  be  issued  and  received: 

The  Railway  Company,  party  of  the  first  part  hereto,  has 
executed  and  delivered  these  presents,  and  has  granted,  bar¬ 
gained,  sold,  aliened,  remised,  released,  conveyed,  confirmed, 
assigned,  transferred  and  set  over,  and  by  these  presents  does 
grant,  bargain,  sell,  alien,  remise,  release,  convey,  confirm,  assign, 
transfer  and  set  over,  unto 

The  Trustee,  party  of  the  second  part,  its  successors  and 
assigns  forever: 


All  and  singular  the  entire  railroad  of  the  Railway 
Company,  viz.: 


From  the  city  of  Jacksonville  in  Duval  County  in  the  State  of 
Florida,  to  the  city  of  Key  West  in  Monroe  County  in  said  State, 
as  the  same  is  now  located  and  constructed,  in  process  of  con¬ 
struction  and  to  be  constructed,  in  or  through  the  counties  of 
Duval,  St.  Johns,  Putnam,  Volusia,  Brevard,  St.  Lucie,  Dade 
and  Monroe; 

And  also  all  and  singular  the  tenements,  rights  of  way,  ties, 
rails,  bridges,  structures,  fixtures,  turn-tables,  tracks,  “  Y’s,” 
rights  of  trackage,  rights  general  and  special,  and  contracts  for 
trackage  now  owned  or  which  may  hereafter  be  owned  or  ac¬ 
quired  by  the  said  party  of  the  first  part. 

Also  all  the  lands,  tenements,  hereditaments  acquired  or 
appropriated,  or  which  may  hereafter  be  acquired  or  appropriated 
for  the  purposes  of  the  said  railway,  and  all  easements  there¬ 
unto  belonging  or  in  anywise  appertaining; 

Also  all  railways,  ways,  rights  of  way,  stations,  station  build¬ 
ings,  station  grounds,  stores,  storehouses,  section  houses,  tool 
houses,  tracks,  sidings,  turnouts,  bridges,  viaducts,  culverts, 
fences  and  other  structures,  water  tanks  and  other  fixtures; 


10 


car  houses,  freight  houses,  wood  houses,  warehouses,  machine 
shops,  paint  shops,  repair  shops,  store  buildings,  store  structures, 
buildings,  erections  and  fixtures  of  every  kind  and  nature  what¬ 
soever;  leaseholds,  leases,  rights  under  leases  or  under  contracts 
or  covenants  or  agreements,  terms  or  parts  of  terms  now  held  or 
hereafter  to  be  acquired  for  the  use  of  said  Railway  or  in  con¬ 
nection  therewith,  or  in  the  business  thereon; 

Also  all  locomotives,  engines,  fixtures,  cars  and  other  rolling 
stock  and  equipment  now  held  or  hereafter  to  be  acquired ;  and  all 
machinery,  stationary  engines,  pile  drivers,  hand  cars,  tool  cars, 
tools,  implements,  fuel  and  material  whatsoever  now  held  or  here¬ 
after  to  be  acquired ;  and  all  other  property,  real,  personal  or  mixed 
now  held  or  which  may  hereafter  be  acquired  for  or  in  connection 
with  the  construction,  operation,  maintenance,  repairing  or  re¬ 
placement  of  the  said  railway  or  any  part  thereof,  or  as  con¬ 
venient  or  necessary  for  the  uses  or  purposes 'thereof ;  and  all 
rights,  powers,  privileges  and  franchises,  tolls,  rents,  issues  and 
profits  connected  with  or  relating  to  the  said  railway  or  to  the  uses 
and  purposes  thereof; 

Also  all  and  every  other  estate,  right,  title,  interest,  property 
or  thing  which  the  said  party  of  the  first  part  owns  and  holds, 
necessary  or  convenient  for  the  use,  occupation  and  en¬ 
joyment  of  all  or  any  of  the  said  railways,  leases  and 
property,  rights,  privileges  and  franchises,  or  any  part 
or  portion  thereof,  of  the  main  line  of  said  railway  extending 
from  a  point  in  the  city  of  Jacksonville,  Duval  County,  to  Key 
West  in  Monroe  County,  a  distance  of  five  hundred  and  twenty- 
two  miles  more  or  less;  with  branches  from  East  Palatka  to 
Palatka,  a  distance  of  one  mile  and  eighty  hundredths  of  a  mile; 
and  a  branch  from  its  main  line  near  East  Palatka  to  San  Mateo, 
a  distance  of  three  miles  and  four  hundredths  of  a  mile;  and  a 
branch  from  its  main  line  at  Ormond  across  the  Halifax  river 
to  a  point  on  the  Atlantic  Ocean,  all  in  the  town  of  Ormond  and 
in  Volusia  County  aforesaid,  a  distance  of  one  mile  and  seventy- 
six  hundredths  of  a  mile;  and  a  branch  from  New  Smyrna  to 
Blue  Springs  in  Volusia  County,  a  distance  of  twenty-eight  miles 
and  six  hundredths  of  a  mile ;  and  a  branch  from  its  main  line  at 
West  Palm  Beach  in  Dade  County  to  the  Atlantic  Ocean,  a 
distance  of  one  mile  and  forty-one  hundredths  of  a  mile;  and  a 
branch  from  its  main  line  in  the  city  of  Miami  in  Dade  County 
to  Biscayne  Bay,  a  distance  of  fifty-five  hundredths  of  a  mile; 
being  a  total  approximately  of  five  hundred  and  fifty-eight  miles, 
of  main  line  and  branches;  and  also  with  that  certain  branch  line 
of  railroad  from  the  main  line  of  said  party  of  the  first  part  at 
South  Jacksonville  to  Mayport,  in  Duval  County,  Florida,  a 
distance  of  about  twenty-five  miles;  and  also  with  that  certain 
branch  line  of  railroad  from  the  main  line  of  said  party  of  the 
first  part  at  Titusville,  in  Brevard  County,  Florida,  to  Enterprise 
in  Volusia  County,  Florida,  a  distance  of  about  thirty-six  miles; 


11 


And  also  all  the  estate,  right,  title,  interest  and  prop¬ 
erty  of  the  Railway  Company  of,  in  and  to  any  and  all  lines 
of  railway,  extensions  and  branches,  including  the  franchises 
appurtenant  thereto,  and  any  and  all  shops,  depots,  terminal 
properties,  rolling  stock  and  other  equipment,  and  any  and  all 
harbor  works,  vessels  and  marine  equipment,  and  any  and  all 
other  acquisitions,  additions,  improvements  and  betterments, 
and  any  and  all  bonds,  stocks  and  other  property  of  every 
kind  or  description,  notwithstanding  that  the  same  are  not 
now  particularly  set  forth  in  this  indenture,  which,  from  time 
to  time,  in  the  manner  hereinafter  provided,  shall  be  pur¬ 
chased,  acquired  or  constructed  by  the  use  of  any  of  the  bonds 
secured  by  this  indenture.' 

Including  in  the  railroads,  franchises  and  properties  sub¬ 
ject  to  this  indenture,  any  and  all  roadbed,  superstructure, 
rights  of  ways,  rails,  tracks,  sidetracks,  bridges,  viaducts, 
buildings,  depots,  stations,  warehouses,  car-houses,  engine- 
houses,  freight-houses,  machine  shops  and  other  shops,  turn¬ 
tables,  wrater-stations,  fences,  docks,  structures,  erections  and 
fixtures,  and  all  other  things  of  whatever  kind  in  anywise  or  at 
any  time  belonging  or  appertaining  to  any  and  every  line  of 
railway  at.  any  time  subject  to  this  indenture,  or  to  any  branch 
thereof,  or  provided  for  use  thereon,  or  in  connection  therewith; 
and  any  and  all  lands  designed  for  depots,  warehouses  or  other 
structures  at  any  terminus,  or  on  or  along  such  lines  of  railway, 
or  upon  or  along  any  such  branch;  and  any  and  all  locomotives, 
engines,  cars  and  other  rolling  stock,  equipment,  machinery, 
instruments,  tools,  implements,  materials,  furniture  and  other 
chattels  now  or  hereafter  acquired  or  provided  for  use  upon  such 
lines  of  railway  or  branches,  and  any  and  all  property, 
real  or  personal,  of  every  kind  and  description,  now  or 
hereafter  acquired  for  use  upon,  or  in  connection  with, 
or  for  the  purpose  of,  such  lines  of  railwray,  or  any  such 
branch;  and  any  and  all  corporate  rights,  privileges  and 
franchises  which  the  Railway  Company  now  has,  or  hereafter 
can  or  shall  acquire,  possess  or  exercise,  in,  to,  upon,  or  in  respect 


12 


of  any  such  lines  of  railway  or  branches  or  any  part  thereof, 
necessary  for,  or  appertaining  to,  the  construction,  maintenance 
or  operation  of  such  lines  of  railway  or  any  such  branch,  or  any 
part  thereof;  and  any  and  all  the  rents,  issues,  profits,  tolls  and 
other  income  of  such  lines  of  railway,  and  of  any  and  all  such 
branches;  and  also  any  and  all  the  rights,  privileges,  franchises, 
properties,  real  or  personal,  rights  and  things,  which  the  Railway 
Company  may  or  shall  hereafter  possess,  or  become  entitled  to 
possess,  for  the  purposes  of,  or  in  connection  with,  such  lines  of 
railway  or  any  such  branch. 

Together  with  all  and  singular  the  franchises,  rights  and 
privileges  now  or  hereafter  appurtenant  to  or  used  in  connection 
with  the  lines  of  railway  or  branches  thereof  above  mentioned. 

Saving  and  reserving,  and  not  including,  the  lands  or  any 
portion  thereof  granted  or  to  be  granted  to  the  Railway  Com¬ 
pany  by  or  under  any  act  of  the  Legislature  of  the  State  of 
Florida,  or  received  by  the  Railway  Company  from  Florida 
Coast  Line  Canal  and  Transportation  Company,  or  from  the 
Boston  and  Florida  Land  Company;  and  any  lots  or  lands  held 
within  the  State  of  Florida  for  farming  or  for  other  than  rail¬ 
road  purposes;  and  any  lands  heretofore  or  hereafter  acquired, 
except  such  part  of  such  land  as  actually  may  be  used  for  the 
right  of  way  of  the  Railway  Company  or  for  its  business  as  a 
common  carrier. 

Also  all  the  right,  title  and  interest  of  the  Railway 
Company  in  and  to  the  following  shares  of  stock  the  certifi¬ 
cates  for  which  are  herewith  delivered  to  and  pledged  with  the 
Trustee,  to  wit: 

$12,500  (consisting  of  125  shares,  each  of  the  par  value  of  $100) 
of  the  capital  stock  of  Atlantic  and  East  Coast  Terminal  Railway 
Company,  a  corporation  of  the  State  of  Florida. 

$49,800  (consisting  of  498  shares,  each  of  the  par  value  of 
$100)  of  the  capital  stock  of  Jacksonville  Terminal  Company,  a 
corporation  of  the  State  of  Florida. 


13 


Also  all  property  of  every  name  and  nature,  from  time  to 
time  hereafter,  by  delivery  or  by  writing  of  any  kind,  for  the 
purposes  hereof,  pledged,  assigned  or  transferred  by  the  Railway 
Company  or  any  one  in  its  behalf  to  the  Trustee,  which  hereby  is 
authorized  to  receive  any  property  at  any  and  all  times,  as  and 
for  additional  security,  and  also,  when  and  as  hereinafter  pro¬ 
vided,  as  substituted  security,  for  the  payment  of  the  bonds 
issued  or  to  be  issued  hereunder,  and  to  hold  and  apply  any  and 
all  such  property  according  to  the  terms  hereof. 

Also  all  other  property,  real  and  personal,  at  any  time  ac¬ 
quired  by  and  for  the  Railway  Company  with  bonds  issued 
hereunder,  or  with  the  proceeds  of  the  sale  of  any  of  said  bonds. 


TTO  bave  attb  to  bOlb  the  premises,  railroads,  proper¬ 
ties,  real  or  personal,  rights,  franchises,  estates  and  appurte¬ 
nances,  stocks  and  bonds,  hereby  conveyed  and  assigned,  or  in¬ 
tended  to  be  conveyed  or  assigned,  or  hereafter  to  be  conveyed 
or  assigned,  unto  the  Trustee,  its  successor  or  successors  and 
assigns,  forever: 

But  ill  trust,  nevertheless,  for  the  equal,  proper  and 
proportionate  benefit  and  security,  severally  and  respectively, 
of  all  and  every  the  present  and  future  holders  of  any  and  every 
bond  and  interest  obligation  issued  under  and  secured  by 
this  indenture,  as  well  all  those  now  issued  as  all  hereafter  issued 
in  addition  thereto  or  by  way  of  substitution  or  exchange  in 
accordance  with  the  terms  of  this  indenture,  and  for  enforcing 
the  payment  thereof  when  payable,  in  accordance  with  the  true 
intent  and  meaning  of  the  stipulations  of  this  indenture  and  of 
the  said  bonds  and  interest  obligations  respectively,  without 
preference,  priority  or  distinction,  as  to  lien  or  otherwise,  of 
any  one  bond  over  any  other  bond,  by  reason  of  priority  in  the 
execution,  delivery  or  negotiation  thereof,  and  so  that  each  and 
every  bond,  issued  and  to  be  issued  as  aforesaid,  shall  have, 
under  and  by  this  indenture,  the  same  right,  lien  and  privilege 


14 


as  every  other  bond  of  the  issue;  and  so  that  the  principal  and 
interest  of  every  such  bond  shall,  subject  to  the  terms  hereof, 
be  secured  hereby  equally  and  proportionately  with  every  other 
bond,  as  though  all  had  been  made,  executed,  delivered  and 
negotiated  simultaneously  with  the  execution  and  delivery  of  this 
indenture;  it  being  intended  that  the  lien  and  security  of  all 
such  bonds  shall  take  effect  from  the  day  of  the  date  of  this  in¬ 
denture,  without  regard  to  the  date  of  actual  issue,  sale  or  dis¬ 
position  thereof;  and  so  that  the  lien  and  security  of  this  inden¬ 
ture,  and  of  all  bonds  issued  hereunder,  shall  take  effect  from  the 
day  of  the  date  hereof,  as  though  upon  such  day  all  such  bonds 
shall  have  been  actually  issued,  sold  and  delivered  to,  and  in 
the  hands  of,  innocent  holders  for  value. 

HnO  It  Is  hereby  expressly  covenanteb  that  ail  such 

bonds,  and  the  coupons  for  interest  thereon,  are  to  be  issued, 
certified,  delivered,  received  and  negotiated,  and  that  the 
mortgaged  and  pledged  properties  and  franchises  are  to  be 
held  by  the  Trustee,  subject  to  the  following  further  cove¬ 
nants,  conditions  and  provisions,  viz.: 

ARTICLE  ONE. 

Section  1.  The  amount  of  bonds  hereby  secured  which  may 
be  executed  by  the  Railway  Company,  and  which  may  be  cer¬ 
tified  by  the  Trustee,  is  limited  so  that  never  at  any  time  shall 
there  be  outstanding  bonds  hereby  secured  for  an  aggregate 
principal  sum  exceeding  $12,000,000. 

From  time  to  time  the  bonds  to  be  secured  hereby  shall  be 
executed  by  the  Railway  Company  and  by  it  shall  be  delivered 
for  certification  to  the  Trustee;  and  thereupon  as  provided  in 
this  Article,  and  not  otherwise,  the  Trustee  shall  certify  and 
shall  deliver  the  same.  In  case  any  of  the  officers  who,  on  be¬ 
half  of  the  Railway  Company,  shall  have  signed  and  sealed 
any  of  the  bonds  issued  under  this  indenture,  shall  die,  or  shall 
cease  to  be  such  officers  of  the  Railway  Company,  before  the 
bonds  so  signed  and  sealed  shall  have  been  actually  certified 
and  delivered  by  the  Trustee,  nevertheless  upon  the  request 


15 


of  the  Railway  Company  such  bonds  may  be  issued,  certified, 
and  delivered,  as  herein  provided,  as  though  the  persons  who 
signed  and  sealed  such  bonds  had  not  died  or  ceased  to  be  such 
officers  of  the  Railway  Company  and  also  any  bond  may  be  signed 
and  sealed  in  behalf  of  the  Railway  Company  by  such  persons 
as  at  the  actual  date  of  the  execution  of  the  bond  shall  be  the 
proper  officers  of  the  Railway  Company,  although  at  the  time 
of  the  date  of  the  bond  such  person  shall  not  have  been  an  officer 
of  the  company.  The  coupons  attached  to  the  coupon  bonds 
shall  be  authenticated  by  the  engraved  fac-simile  signature  of 
the  present  treasurer,  or  of  any  future  treasurer  of  the  Railway 
Company,  and  for  that  purpose  the  Railway  Company  may 
adopt  and  use  the  engraved  fac-simile  signature  of  any  treasurer, 
notwithstanding  the  fact  that  at  the  time  when  such  bonds  shall 
be  actually  certified  and  delivered  he  shall  have  ceased  to  be  the 
treasurer  of  the  Railway  Company. 

At  the  option  of  the  Railway  Company,  from  time  to  time, 
any  of  such  bonds  may  be  executed,  certified  and  delivered 
originally  either  as  coupon  bonds  or  as  registered  bonds.  The 
coupon  bonds  each  shall  be  for  the  principal  sum  of  $1,000.  The 
registered  bonds  each  shall  be  for  the  principal  sum  of  $1,000, 
and  may  be  also  for  such  principal  sum,  being  a  multiple  of 
$1,000,  as  shall  have  been  authorized  by  the  Board  of  Directors 
of  the  Railway  Company.  Each  coupon  bond  shall  bear  a 
distinctive  number,  the  numbers  to  be  from  1  upwards  serially. 
A  registered  bond  or  bonds  without  coupons  may  be  issued  in 
lieu  of  a  like  amount  of  coupon  bonds,  or  in  exchange  therefor 
or  may  be  subdivided  into  registered  bonds  without  coupons  of  a 
denomination  not  less  than  $1,000,  all  as  hereinafter  provided. 
On  each  registered  bond  without  coupons  there  shall  be  en¬ 
dorsed  a  statement  substantially  of  the  tenor  hereinbefore 
recited,  specifying  the  distinctive  numbers  of  the  coupon  bonds 
in  lieu  of  which  or  in  exchange  for  which  such  registered  bond 
was  issued;  and  whenever  coupon  bonds  shall  be  issued 
in  exchange  for  a  surrendered  registered  bond  without 
coupons,  such  coupon  bonds  shall  be  numbered  to  cor- 


16 


respond  with  the  distinctive  numbers  so  endorsed  upon  the 
surrendered  registered  bond. 

The  Trustee  shall  not  certify  or  deliver  any  coupon  bond  hereby 
secured,  until  all  coupons  thereof  then  matured  shall  have  been 
detached  and  shall  have  been  canceled.  The  Trustee  shall  not 
certify  or  deliver  any  registered  bonds  without  coupons  unless 
the  same  shall  have  been  dated  as  of  the  day  of  the  actual 
certification  thereof,  except  as  provided  in  Section  6  of  this 
Article  One. 

Every  registered  bond  without  coupons,  either  issued  orig¬ 
inally  as  such,  or  delivered  as  hereinafter  provided  in  exchange 
for  a  coupon  bond  or  coupon  bonds,  shall  bear  interest  from  the 
semi-annual  interest  date  as  herein  specified  next  preceding  the 
date  of  certification,  unless  such  date  of  certification  be  a  semi¬ 
annual  interest  date,  in  which  case  the  bond  shall  bear  interest 
from  the  date  of  certification. 

Only  such  of  said  bonds  as  shall  bear  thereon  a  certificate 
substantially  in  the  form  hereinbefore  recited,  duly  executed 
by  the  Trustee,  shall  be  secured  by  this  indenture,  or  shall  be 
entitled  to  any  lien  or  benefit  hereunder.  No  such  bond  or 
any  coupon  thereunto  appertaining  shall  be  valid  for  any  pur¬ 
pose  until  such  certificate  shall  have  been  duly  endorsed  on  such 
bond.  Such  certificate  of  the  Trustee  upon  any  bond  executed 
by  the  Railway  Company  shall  be  conclusive  and  the  only  evi¬ 
dence  that  the  bond  so  certified  was  duly  issued  hereunder,  and 
is  entitled  to  the  benefit  of  the  trust  hereby  created. 

On  request  of  the  Railway  Company,  bonds  shall  be  certified 
and  be  delivered  hereunder  in  advance  of  registration  or  re¬ 
cording  of  this  indenture;  but  the  Railway  Company  with  all 
convenient  speed  shall  cause  this  indenture  duly  to  be  recorded 
as  a  mortgage  upon  railways. 

Sec.  2.  Of  the  bonds  authorized  to  be  issued  under  and  se¬ 
cured  by  this  indenture,  bonds  for  the  aggregate  principal  sum 
of  ten  million  dollars  ($10,000,000),  shall  be  executed 
by  the  Railway  Company  and  shall  be  delivered  to  the  Trustee 
for  certification,  and  by  the  Trustee  forthwith  shall  be  certified 
and  be  delivered  to  the  Railway  Company  from  time  to  time  upon 


17 


the  written  order  of  the  Railway  Company  signed  by  its  Presi¬ 
dent  or  Vice-President,  and  by  its  Treasurer  or  Secretary,  under 
the  corporate  seal,  accompanied  by  a  resolution  of  the  Board  of 
Directors  duly  authorizing  the  same. 

Sec.  3.  Of  the  bonds  authorized  to  be  issued  under  and  to 
be  secured  by  this  indenture,  bonds  for  the  aggregate  principal 
sum  of  two  million  dollars  ($2,000,000),  shall  be  reserved 
to  be  executed  by  the  Railway  Company  and  to  be  certified  and 
delivered  by  the  Trustee  from  time  to  time  after  December  31, 
1909,  for  some  one  or  more  of  the  purposes  specified  in  this 
section,  but  only  as  herein  provided,  and  subject  to  the  restric¬ 
tions  herein  stated. 

A.  The  purposes  for  which  such  reserved  bonds  from  time 
to  time  shall  be  executed,  certified  and  delivered,  and  for  which 
such  bonds  or  their  proceeds  may  be  used,  are: 

(a)  The  construction  or  acquisition  after  December  31, 
1909,  of  branch  or  connecting  lines  of  railroad  and  extensions; 
and  of  harbor  works,  breakwaters,  wharves,  shops,  depots, 
terminal  properties,  rolling  stock  and  other  railroad  equip¬ 
ment,  vessels  and  marine  equipment,  and  other  acquisitions, 
additions,  improvements  and  betterments,  upon,  along  or  apper¬ 
taining  to,  or  for  the  use  in  connection  with,  any  lines  of  railway, 
branches  or  terminal  properties,  or  water  transportation  lines, 
which,  at  the  time  of  such  construction  or  acquisition,  shall 
belong  to  the  Railway  Company  and  be  subject  to  the  lien  of  this 
indenture,  or  shall  belong  to  any  other  company  of  whose  capital 
stock  at  least  eighty  per  cent  in  amount  shall  then  be  subject  to 
this  indenture;  and  to  reimburse  the  Railway  Company  for 
sums  expended  by  it,  or  by  any  such  other  company,  after  De¬ 
cember  31,  1909,  for  any  of  the  foregoing  purposes. 

(b)  The  acquisition  after  December  31,  1909,  of  shares  of 
the  capital  stock,  bonds  or  other  indebtedness  of  any  company 
owning  any  branch  or  connecting  lines  of  railroad  or  exten¬ 
sions  or  water  transportation  lines,  or  any  shops,  depots,  terminal 
properties,  or  harbor  works  or  property,  such  as  are  specified  in 
the  foregoing  clause  (a) ;  provided  that  no  bonds  shall  be  used  for 
the  purchase  of  shares  of  the  capital  stock,  bonds  or  other  in- 


18 


debtedness  of  any  company  unless  or  until  eighty  per  cent 
of  the  entire  capital  stock  of  such  company  shall  be  acquired  or 
shall  have  been  acquired,  and  that  all  the  shares,  bonds  and 
other  indebtedness  so  acquired  being  at  least  eighty  per  cent  of 
the  total  amount  thereof)  shall  become  and  shall  be  subject  to 
the  lien  of  this  indenture ;  and  provided,  further,  that  no  shares, 
bonds  or  other  indebtedness  issued  or  created  by  any  such  com¬ 
pany  after  such  eighty  per  cent  of  the  capital  stock  thereof  shall 
have  become  subject  to  this  indenture,  shall  be  acquired  under 
this  clause  ( b ) ;  but  bonds  may  be  certified  and  delivered  under 
the  foregoing  clause  (a)  in  respect  of  any  construction  or  acquisi¬ 
tion  such  as  is  specified  in  said  clause,  by  any  such  company, 
and  to  reimburse  the  Railway  Company  for  sums  expended  by  it 
after  December  31,  1909,  for  any  such  acquisition. 

B.  The  restrictions  subject  to  which  such  reserved  bonds 
from  time  to  time  shall  be  certified  and  delivered,  are  as  follows, 
viz.: 

(1)  Before  certifying  and  delivering  bonds  under  this  section, 
there  shall  be  delivered  to  the  Trustee  a  copy  of  a  resolution 
of  the  Board  of  Directors  of  the  Railway  Company,  certified 
by  its  Secretary,  calling  for  the  certification  and  delivery  of  a 
specified  amount  of  such  bonds,  and  directing  the  officers  of 
the  Railway  Company  to  set  aside  such  amount  of  bonds  or  their 
proceeds  separate  and  apart  from  any  other  assets  and  funds  of 
the  Railway  Company,  and  to  use  the  same  only  for  purposes 
authorized  by  this  section. 

(2)  In  each  calendar  year  after  December  31,  1909,  there  shall 
be  so  certified  and  delivered  out  of  such  reserved  bonds,  such 
amount  as  in  the  aggregate  (except  as  next  hereinafter  stated) 
shall  not  exceed  1500,000  par  value  in  any  calendar  year,  as 
from  time  to  time  shall  be  called  for  in  such  resolutions.  In 
case  in  any  year  the  Railway  Company  shall  not  have  received 
all  of  the  $500,000  of  bonds  deliverable  to  it  as  aforesaid,  the 
bonds  not  so  delivered  shall  be  deliverable,  and  upon  its  re¬ 
quest  shall  be  delivered,  to  it  in  any  succeeding  year  irrespective 
of  the  amount  of  bonds  (if  any)  which  otherwise  may  be  de¬ 
liverable  to  it  in  such  year  as  aforesaid.  In  every  instance  of 
the  delivery  of  bonds  under  this  section,  after  the  first  delivery 


19 


of  such  bonds,  the  Trustee,  before  certifying  or  delivering  any  of 
the  bonds  reserved  under  this  section,  shall  require  the  Railway 
Company  to  furnish,  in  addition  to  such  resolution  of  its  Board 
of  Directors,  the  certificate  or  certificates  of  some  officer  or  officers 
of  the  Railway  Company,  stating: 

(а)  That  all  bonds  certified  and  delivered  under  this 
section  in  respect  of  which  no  such  certificate  previously 
shall  have  been  furnished,  and  the  proceeds  of  all  such 
bonds,  have  been  actually  used,  or  actually  appropriated 
and  set  aside  for  liabilities  actually  incurred,  for  said  pur¬ 
poses  or  for  some  one  or  more  of  them,  or  to  reimburse  the 
Railway  Company  as  aforesaid — indicating  the  particular 
branches,  extensions,  terminals,  harbor  works  or  properties, 
rolling  stock,  vessels,  or  other  property,  acquired  or  con¬ 
structed  or  contracted  for,  or  the  stock,  bonds  or  other  in¬ 
debtedness  of  any  other  company  acquired,  and  the  kind  or 
class  of  betterments  or  improvements  made  or  contracted 
for,  and  the  amount  of  bonds  or  proceeds  of  bonds  or  other 
cash,  used  or  applied  or  actually  appropriated  and  set  aside 
for  each  such  purpose; 

(б)  That  the  price  paid  or  liability  incurred  for  such  con¬ 
struction,  or  for  such  acquisition,  betterments  or  improve¬ 
ments,  was  not  in  excess  of  the  fair  value  of  such  property 
or  of  such  work,  and  that  the  bonds  included  in  such 
certificate  were  sold,  disposed  of  or  otherwise  accounted  for, 
at  not  less  than  their  fair  market  value  at  the  time  of  such 
sale,  disposition  or  accounting; 

(c)  That  no  part  of  such  certified  expenditures  or  lia¬ 
bilities  was  included  in  any  previous  certificate  furnished 
hereunder,  or  was  made  or  reimbursed  or  provided  for  out 
of  any  bonds  or  moneys  received  by  the  Railwray  Company 
under  any  other  provision  of  this  indenture; 

(d)  That  no  part  of  the  expenditures  certified  in  such 
certificate  was  included  in  the  operating  or  maintenance 
expenses  charged  by  the  Railway  Company; 

(e)  In  case  such  certificate  shall  show  the  acquisition 
of,  or  any  contract  for,  new  property,  then  such  certificate 


20 


also  shall  state  whether  such  new  property  is  known  or 
believed  to  be,  or  that  when  acquired  such  new  property  will 
be,  subject  to  any  lien  or  charge  prior  to  this  indenture, 
except  undetermined  liens  or  ordinary  operating  accounts 
or  charges  incidental  to  construction,  and  such  certificate 
shall  specify  the  amount  of  any  such  prior  lien  or  charge 
(other  than  as  aforesaid)  known  or  believed  to  exist  or  in¬ 
tended  or  expected  to  be  created; 

(/)  Any  such  certificate  under  this  section  may  state  any 
other  facts  pertaining  to  the  right  to  certify  and  deliver 
bonds  hereunder.  The  same  officer  or  officers  of  the  Rail¬ 
way  Company  need  not  certify  to  all  the  facts  required  to 
be  certified  under  the  provisions  of  this  section,  but  dif¬ 
ferent  officers  may  certify  to  different  facts  respectively. 

(3)  The  Railway  Company  covenants  that  none  of  the  re¬ 
served  bonds  deliverable  after  December  31,  1909,  pursuant  to 
this  Section  3,  or  the  proceeds  thereof,  shall  be  certified  and  de¬ 
livered  for  or  in  respect  of  the  construction  or  acquisition  of 
property  subject  to  any  lien  or  charge  so  certified,  (a)  unless  or 
until  the  Railway  Company  shall  have  delivered  to  the  Trustee  a 
certificate  as  in  this  section  provided,  stating  the  amounts  of  any 
such  liens  or  charges,  and  shall  have  deposited  with  the  Trustee, 
an  amount  of  bonds  hereby  secured  equal  at  par  to  the  aggregate 
amount  of  such  certified  liens  and  charges;  or  ( b )  unless  or  until 
such  lien  or  charge  shall  be  subject  to  or  shall  be  subjected  to  the 
lien  hereof.  Whenever  thereafter  any  of  such  certified  in¬ 
debtedness,  liens  and  charges  shall  be  paid  or  be  satisfied,  or 
shall  be  acquired  and  be  subjected  to  the  lien  hereof,  then  an 
equal  amount  at  par  of  the  bonds  hereby  secured  so  deposited 
with  the  Trustee  under  this  clause  shall  be  redelivered  by  the 
Trustee  to  the  Railway  Company  or  upon  its  order,  so  that  the 
amount  of  such  bonds  held  by  the  Trustee  under  this  clause  at 
all  times  shall  be  equal  to  the  amount  of  such  indebtedness,  liens 
and  charges  remaining  unsatisfied  or  not  subjected  to  the  lien 
hereof.  No  bonds  issuable  under  this  Section  3  shall  be  certified 
and  delivered  by  the  Trustee  unless  or  until  in  respect  of  any  such 


21 


lien  or  charge  so  certified  the  Railway  Company  shall  have 
complied  with  the  provisions  of  this  clause  (3). 

(4)  The  Railway  Company  covenants  that  whenever  all  the 
bonds  reserved  under  this  section  shall  have  been  certified 
and  delivered  to,  and  used  by,  the  Railway  Company,  it  will 
execute  and  deliver  to  the  Trustee  a  similar  certificate  indicating 
the  particular  application  of  all  such  bonds,  or  proceeds  of  such 
bonds,  in  respect  of  which  the  Railway  Company  shall  not  there¬ 
tofore  have  furnished  such  certificate  to  the  Trustee. 

(5)  Every  such  certificate  furnished  under  this  section,  un¬ 
less  signed,  first,  by  the  President  or  a  Vice-President  or  the 
General  Manager  or  the  Chief  Engineer,  and,  secondly,  by  the 
Comptroller  or  Auditor  or  Treasurer,  of  the  Railway  Company, 
shall  have  endorsed  thereon,  or  shall  be  accompanied  by,  a 
written  statement  of  one  of  the  officers  “  first  ”  above  desig¬ 
nated,  and  one  of  the  officers  “  secondly  ”  above  designated,  that 
they  believe  that  such  certificate  is  true,  and  that  such  bonds  or 
their  proceeds  have  been  used,  and  the  expenditures  certified 
have  been  made,  only  for  purposes  authorized  by  this  section. 
A  certificate  signed  by  one  of  the  officers  “  first  ”  above  desig¬ 
nated  and  one  of  the  officers  “  secondly  ”  above  designated,  or 
a  certificate  having  endorsed  thereon  or  annexed  thereto  a 
written  statement  of  such  officers  in  the  form  in  this  paragraph 
specified,  shall  be  received  by  the  Trustee  as  conclusive  evidence 
of  any  facts  pertaining  to  the  right  to  certify  and  deliver  bonds 
pursuant  to  this  section. 

When  any  bonds  or  certificates  for  shares  of  stock  or  other 
indebtedness  shall  have  been  acquired  under  the  provisions  of 
this  section,  such  bonds,  and  such  certificates  of  stock,  en¬ 
dorsed  for  transfer  in  blank,  and  the  assignments  of  such  other 
indebtedness,  shall  be  delivered  to  the  Trustee  hereunder, 
together  with  the  said  statements  and  certificates. 

The  Railway  Company  shall  execute  or  shall  cause  to  be 
executed  any  conveyances  or  instruments  of  further  assurance 
that  may  be  necessary  for  the  purpose  of  subjecting  to  the  lien 
and  operation  of  this  indenture  any  new  property  so  acquired  by 
the  Railway  Company,  and,  so  far  as  may  be,  any  indebtedness, 
liens  or  charges  so  taken  up  or  acquired  by  use  of  said  bonds; 


22 


and,  also,  shall  furnish  the  written  opinion  of  counsel  for  the 
Railway  Company  to  the  effect  that  such  conveyances  or  other 
instruments  are  sufficient  for  that  purpose,  or,  in  lieu  of  such 
instruments  of  further  assurance,  the  Railway  Company  shall 
furnish  a  written  opinion  of  counsel  that  no  conveyance  or  in¬ 
strument  of  further  assurance  is  necessary  for  the  purpose  afore¬ 
said.  Such  resolutions,  statements,  certificates  and  opinion  shall 
be  deemed,  and  shall  be  taken  to  be,  full  authority  and  pro¬ 
tection  to  the  Trustee  for  its  certification  of  such  bonds  under 
the  foregoing  provisions  of  this  section. 

Sec.  4.  Whenever,  under  Section  3  of  this  Article,  the  Rail¬ 
way  Company  shall  be  entitled  to  reimbursement  out  of  bonds 
hereby  secured  or  their  proceeds,  the  Railway  Company  may 
take  and  accept  such  bonds  at  prices  to  be  fixed  by  resolution 
of  the  Board  of  Directors,  but  not  in  any  case  less  than  the 
average  market  price  for  such  bonds  on  the  New  York  Stock 
Exchange  during  the  previous  calendar  month  (if  there  be 
any  such  market  price  for  such  bonds)  in  settlement  and  discharge 
of  its  claim  to  be  reimbursed;  and  the  bonds  so  taken  and  ac¬ 
cepted  by  the  Railway  Company  shall  be  held  and  may  be  used  by 
it  for  its  general  corporate  purposes,  freed  and  discharged  from 
all  restrictions  and  provisions  of  said  Section  3  as  though  such 
bonds  had  been  sold  at  such  price  and  the  proceeds  paid  over  to 
the  Railway  Company.  If  there  be  no  such  market  price  for 
such  bonds,  the  Railway  Company  may  take  and  accept  bonds 
as  aforesaid  at  not  less  than  eighty  per  cent  of  their  par  value. 

Sec.  5.  Whenever  any  coupon  bond  or  bonds,  issued  under 
and  secured  by  this  indenture,  together  with  all  unmatured 
coupons  thereto  belonging,  shall  be  surrendered  for  exchange 
for  a  registered  bond  or  registered  bonds  without  coupons, 
the  Railway  Company  shall  execute,  and  the  Trustee  shall 
certify,  and  in  exchange  for  such  coupon  bond  or  bonds  shall 
deliver,  registered  bonds,  or  one  registered  bond,  without 
coupons,  for  the  like  aggregate  principal  sum.  Every  regis¬ 
tered  bond  or  bonds  without  coupons  so  delivered  in  exchange 
for  a  coupon  bond  or  coupon  bonds,  shall  bear  interest  from 


23 


the  semi-annual  interest  date  as  therein  specified  next  preced¬ 
ing  the  date  of  certification  thereof  (unless  the  bond  be  dated 
June  1  or  December  1,  in  which  case  it  shall  bear  interest  from 
the  date  thereof),  and  shall  have  endorsed  thereon  the  distinctive 
serial  number  or  numbers  of  the  coupon  bond  or  bonds  in  ex¬ 
change  for  which  such  registered  bond  is  issued. 

Whenever  any  registered  bond  or  bonds  without  coupons, 
together  with  a  written  instrument  of  transfer  in  a  form  ap¬ 
proved  by  the  Railway  Company,  executed  by  the  registered 
holder,  shall  be  surrendered  for  exchange  for  a  coupon  bond  or 
bonds,  the  Railway  Company  shall  issue,  and  the  Trustee  shall 
certify,  and,  in  exchange  for  such  registered  bond  or  bonds  with¬ 
out  coupons,  shall  deliver,'  a  coupon  bond  or  coupon  bonds  for 
the  like  aggregate  principal  sum,  with  the  coupons  maturing  on 
and  after  the  date  when  the  next  semi-annual  installment  of 
interest  would  have  been  payable  on  such  surrendered  bond 
or  bonds;  and  every  coupon  bond  so  issued  shall  bear  a  serial 
number  corresponding  with  or  included  within  the  number  or 
numbers  endorsed  upon  the  surrendered  bond  or  bonds. 

In  every  case  of  any  such  exchange,  the  Trustee  forthwith 
shall  cancel  the  surrendered  bond  or  bonds  and  coupons  and 
shall  deliver  the  same  to  the  Railway  Company. 

Whenever  any  registered  bond  without  coupons  shall  be 
surrendered,  transferred  and  canceled,  as  provided  in  Section 
3  of  Article  Two  hereof,  the  Railway  Company,  upon  request 
therefor,  shall  issue  to  the  registered  holder  thereof  or  to  his 
transferee  as  requested,  and  the  Trustee  shall  certify  and  shall 
deliver,  registered  bonds,  or  one  registered  bond,  without  cou¬ 
pons,  having  endorsed  thereon  coupon-bond  number  or  num¬ 
bers  corresponding  with  those  endorsed  upon  the  surrendered 
bond,  and  for  the  like  aggregate  principal  sum. 

For  (1)  any  exchange  of  coupon  bonds  for  registered  bonds, 
and  for  (2)  any  exchange  of  registered  bonds  without  coupons 
for  coupon  bonds,  and  for  (3)  any  transfer  or  subdivision  of  regis¬ 
tered  bonds  without  coupons — the  Railway  Company,  at  its  op¬ 
tion,  may  require  the  payment  of  a  sum  sufficient  to  reimburse 
it  for  any  stamp  tax  or  other  governmental  charge,  and  in  addition 
thereto,  such  further  sum  as  may  be  necessary  to  meet  other 


24 


expense  connected  therewith;  such  further  sum,  however,  not 
to  exceed  one  dollar  for  each  new  coupon  bond  or  registered  bond 
without  coupons  issued  upon  such  exchange  or  transfer  or  sub¬ 
division. 

Sec.  6.  In  case  any  coupon  bond  issued  hereunder  with  the 
coupons  thereto  appertaining,  or  any  registered  bond  without 
coupons,  shall  become  mutiliated  or  be  destroyed,  the  Railway 
Company,  in  its  discretion,  may  execute,  and  thereupon  the 
Trustee  shall  certify  and  deliver,  a  new  bond  of  like  tenor  and 
date  (including  coupons  in  case  of  a  coupon  bond),  bearing  or 
having  endorsed  thereon  the  same  serial  number  or  numbers, 
in  exchange  and  substitution  for,  and  upon  cancellation  of,  the 
mutilated  coupon  bond  and  its  coupons,  or  the  mutilated  regis¬ 
tered  bond  without  coupons,  or  in  lieu  of  and  substitution  for 
the  coupon  bond  and  its  coupons  or  the  registered  bond  without 
coupons  so  destroyed,  upon  receipt  of  satisfactory  evidence  of 
the  destruction  of  such  coupon  bond  and  its  coupons,  or  of  such 
registered  bond  without  coupons,  and  upon  receipt  also  of 
satisfactory  indemnity. 

Sec.  7.  Pending  the  preparation  of  the  definitive  bonds  to 
be  issued  under  and  secured  by  this  indenture,  the  Railway  Com¬ 
pany  may  execute  and  deliver  printed  bonds  without  coupons 
substantially  in  the  form  of  the  registered  bonds  hereinbefore 
recited,  in  amounts  of  $1,000  or  of  any  multiple  of  $1,000,  and 
each  of  said  bonds  shall  be  marked  “  Temporary  Bond.” 

Such  temporary  bonds  shall  be  duly  authenticated  and  de¬ 
livered  by  the  Trustee  in  the  same  manner  as  herein  provided 
in  respect  of  the  definitive  bonds  to  be  issued  under  this  in¬ 
denture;  and  such  certificate  of  the  Trustee  shall  be  conclusive 
and  the  only  evidence  that  such  temporary  bond  so  certified 
has  been  duly  issued  hereunder,  and  that  the  holder  thereof 
is  entitled  to  the  benefit  of  the  trusts  hereby  created. 

Such  temporary  bonds  duly  issued  and  certified  hereunder 
shall  be  exchangeable,  from  time  to  time,  at  the  office  of  the 
Trustee  in  the  City  of  New  York,  without  expense  to  the  holder, 
for  definitive  engraved  or  lithographed  bonds,  secured  hereby, 
of  the  denominations  hereinbefore  specified.  Such  temporary 


25 


bonds,  until  definitive  engraved  bonds  are  prepared  for  delivery, 
shall  be  exchangeable  for  other  temporary  bonds  of  a 
like  principal  amount,  whether  of  the  same  or  of  different  de¬ 
nominations.  Immediately  upon  any  such  exchange,  such 
temporary  bonds  shall  be  cancelled  by  the  Trustee  and  be  de¬ 
livered  to  the  Railway  Company.  Until  so  exchanged,  said 
temporary  bonds  shall  in  all  respects  be  entitled  to  the  lien  and 
security  of  these  presents. 

Without  unnecessary  delay  the  Railway  Company  will 
execute  and  will  furnish  such  engraved  bonds,  to  be  exchanged 
for  said  temporary  bonds,  upon  surrender  thereof  to  the  Trustee. 

Sec.  8.  Nothing  in  this-  indenture,  or  in  the  bonds  issued 
hereunder,  expressed  or  implied,  is  intended,  or  shall  be  con¬ 
strued,  to  give  to  any  person  or  corporation  other  than  the 
parties  hereto  and  the  holders  of  bonds  issued  under  and  se¬ 
cured  by  this  indenture,  any  legal  or  equitable  right,  remedy 
or  claim  under  or  in  respect  of  this  indenture,  or  under  any 
covenant,  condition  or  provision  herein  contained;  all  its  cove¬ 
nants,  conditions  and  provisions  being  intended  to  be,  and 
being,  for  the  sole  and  exclusive  benefit  of  the  parties  hereto, 
and  of  the  holders  of  the  bonds  hereby  secured. 

ARTICLE  TWO. 

The  Railway  Company  covenants  as  follows: 

Section  1.  Duly  and  punctually  it  will  pay  the  principal 
and  the  interest  of  every  bond  issued  under  this  indenture,  at 
the  dates  and  the  place  and  in  the  manner  mentioned  in  such 
bonds  or  in  the  coupons  thereto  belonging,  according  to  the 
true  intent  and  meaning  thereof,  without  deduction  from  either 
principal  or  interest  for  any  tax  or  taxes  which  the  Railway 
Company  or  the  Trustee  may  be  required  to  pay  or  to  retain  there¬ 
from,  under  or  by  reason  of  any  present  or  future  law  of  the  United 
States,  or  of  any  state  or  county  or  municipality  therein.  The  in¬ 
terest  on  the  coupon  bonds  shall  be  payable  only  upon  presentation 
and  surrender  of  the  several  coupons  for  such  interest  as  they 
respectively  mature,  and  when  paid  such  coupons  shall  forth- 


26 


with  be  canceled.  The  interest  on  the  registered  bonds  with¬ 
out  coupons  shall  be  payable  only  to  the  registered  holders 
thereof. 

Sec.  2.  All  railways,  franchises  and  other  property  of  every 
kind,  in  respect  of  the  acquisition  or  construction  whereof 
bonds  under  this  indenture  hereafter  shall  be  certified  and  be 
issued  as  hereinbefore  provided,  and  all  franchises  and  other 
property  of  every  kind,  as  described  and  to  the  extent  provided 
in  the  granting  clauses  of  this  indenture,  which  hereafter  may  be 
acquired  by  the  Railway  Company,  immediately  upon  the  ac¬ 
quisition  thereof  by  the  Railway  Company,  and  without  any 
further  conveyance  or  assignment,  shall  become  and  shall  be 
subject  to  the  lien  of  this  indenture  as  fully  and  completely  as 
though  now  owned  by  the  Railway  Company,  and  specifically 
described  in  the  granting  clauses  hereof;  but  at  any  and  all 
times  the  Railway  Company  will  execute  and  deliver  any  and 
all  such  further  assurances  or  conveyances  or  assignments  thereof 
as  the  Trustee  may  reasonably  direct  or  require,  for  the  purpose 
of  expressly  and  specifically  subjecting  the  same  to  the  lien  of 
this  indenture;  and  also  it  will  do,  execute,  acknowledge  and 
deliver,  or  wall  cause  to  be  done,  executed,  acknowledged  and 
delivered  by  any  other  corporation  or  person  obligated  to  the 
Railway  Company  so  to  do,  all  and  every  such  further  acts, 
deeds,  conveyances,  mortgages  and  transfers  and  assurances  in 
the  law,  as  the  Trustee  shall  reasonably  require,  for  the  better 
assuring,  conveying,  mortgaging,  assigning  and  confirming  unto 
the  Trustee,  all  and  singular  the  hereditaments  and  premises,  es¬ 
tates  and  property  hereby  conveyed  or  assigned,  or  intended  so 
to  be,  or  which  the  Railway  Company  may  hereafter  become 
bound  to  convey  or  assign  to  the  Trustee. 

But  nothing  in  this  indenture  expressed  or  implied  is  in¬ 
tended,  or  shall  be  construed,  to  limit  the  right  or  power  of 
the  Railway  Company,  hereby  distinctly  reserved,  by  the  use 
of  its  credit  or  in  any  manner  other  than  by  the  use  of  bonds 
hereby  secured,  or  their  proceeds,  to  construe*  or  acquire  other 
lines  of  railway,  branches  or  extensions,  or  interests  therein, 
or  other  property,  free  from  the  lien  of  this  indenture. 


27 


Sec.  3.  The  Railway  Company,  at  an  office  or  agency  to 
be  maintained  by  it  in  the  City  of  New  York,  will  keep  a  register 
or  registers  for  the  registration  and  transfer  of  bonds  issued  here¬ 
under,  in  which,  subject  to  such  reasonable  regulations  as  it 
may  prescribe,  it  will  register  all  such  bonds  without  coupons, 
and  also,  upon  presentation  thereof  for  such  purpose,  any  such 
coupon  bonds  as  to  the  principal  sum  thereof;  and  at  all  reason¬ 
able  times  such  register  or  registers  shall  be  open  to  the  inspection 
of  the  Trustee. 

Upon  presentation  to  the  bond  registrar  of  the  Railway 
Company,  at  the  place  where  such  register  shall  be  kept,  of 
any  such  registered  coupon  bond,  accompanied  by  delivery  of 
a  written  instrument  of  transfer  in  a  form  approved  by  the 
Railway  Company,  executed  by  the  registered  holder,  such 
bond  Shall  be  transferred  upon  such  register  by  the  registered 
holder,  in  person  or  by  attorney,  and  such  transfer  shall  be 
noted  by  such  bond  registrar  upon  the  bond.  The  registered 
holder  of  any  such  registered  coupon  bond  shall  have  the  right 
also  to  cause  the  same  to  be  registered  as  payable  to  bearer, 
in  which  case  transferability  by  delivery  shall  be  restored, 
and  thereafter  the  principal  of  such  bond  when  due  shall  be 
payable  to  the  person  presenting  the  bond;  but  any  such  cou¬ 
pon  bond  registered  as  payable  to  bearer  may  be  registered  again 
in  the  name  of  the  holder  with  the  same  effect  as  a  first  registra¬ 
tion  thereof.  Successive  registrations  and  transfers  as  afore¬ 
said  may  be  made  from  time  to  time  as  desired;  and  each  registra¬ 
tion  of  a  coupon  bond  shall  be  noted  by  the  bond  registrar  on 
the  bond. 

Registration  of  any  coupon  bond,  however,  shall  not  affect 
the  transferability  of  any  coupon  thereto  belonging,  by  de¬ 
livery  merely,  and  payment  to  the  bearer  of  any  such  coupon 
shall  discharge  the  Railway  Company  in  respect  of  the  interest 
therein  mentioned,  whether  or  not  the  bond  shall  have  been 
registered. 

Any  registered  bond  without  coupons  may  be  transferred 
upon  such  register  at  such  office  or  agency  by  the  registered 
holder,  in  person  or  by  attorney,  upon  surrender  of  such  bond 
to  such  bond  registrar  for  cancellation,  accompanied  by  de- 


28 


livery  of  a  written  instrument  of  transfer  in  a  form  approved 
by  the  Railway  Company,  duly  executed  by  the  registered 
holder  of  the  bond;  and  thereupon  a  new  registered  bond,  or 
new  registered  bonds,  for  an  equivalent  principal  sum,  shall  be 
issued  to  the  transferee  or  transferees  as  provided  in  Section  5 
of  Article  One  hereof.  For  the  purpose  of  subdivision,  such 
transfer  of  the  whole  or  any  part  of  such  principal  sum  may  be 
made,  and  upon  his  request  will  be  made,  to  the  registered  holder 
of  any  such  registered  bond  without  coupons  for  an  amount 
exceeding  $1,000. 

Sec.  4.  The  Railway  Company  will  not  voluntarily  create, 
or  suffer  to  be  created,  any  debt,  lien  or  charge  which  would 
be  prior  to  the  lien  of  these  presents  upon  the  mortgaged  or 
pledged  premises  and  property  or  any  part  thereof,  or  upon 
the  income  thereof;  and  within  three  months  after  the  same 
shall  accrue,  it  will  pay,  or  will  cause  to  be  discharged,  or  will 
make  adequate  provision  to  satisfy  and  discharge,  all  lawful 
claims  and  demands  of  mechanics,  laborers  and  others,  which, 
if  unpaid,  might  by  law  be  given  precedence  to  this  indenture 
as  a  lien  or  charge  upon  the  mortgaged  premises  or  any  part 
thereof,  or  the  income  thereof;  and  if  any  company,  of  whose 
capital  stock  the  greater  part,  pursuant  to  the  provisions  of 
Article  One  or  to  the  provisions  of  Sections  5  and  6  of  Article 
Three  of  this  indenture,  shall  have  been  pledegd  hereunder,  at 
any  time  while  the  greater  part  of  the  capital  stock  of  such 
company  shall  be  pledged  hereunder,  shall  create  or  shall  suffer 
to  be  created  (except  as  permitted  or  required  under  this  in¬ 
denture,  or  as  required  by  any  existing  obligation),  any  lien  or 
charge  upon  its  property  or  income,  or  any  indebtedness  other 
than  indebtedness  to  the  Railway  Company,  or  for  the  current 
operating  expenses  of  such  company  during  a  period  not  ex¬ 
ceeding  three  months,  then  it  (the  Railway  Company)  will  cause 
the  same  to  be  paid  or  discharged,  or  will  make  adequate  pro¬ 
vision  for  the  satisfaction  or  discharge  thereof;  provided,  however, 
that  the  Railway  Company  shall  have  the  right  to  contest  by 


legal  proceeding  any  such  debt,  lien  or  charge,  and  pending  such 
contest  may  delay  or  defer  the  payment  or  discharge  thereof. 

Sec.  5.  The  Railway  Company  from  time  to  time  will  pay 
and  discharge  all  taxes,  assessments  and  governmental  charges 
(the  lien  whereof  would  be  prior  to  the  lien  hereof)  lawfully 
imposed  upon  the  premises  or  property  subject  to  this  indenture, 
or  upon  any  part  thereof,  or  upon  the  income  and  profits  thereof, 
and  also  all  taxes,  assessments  and  governmental  charges  law¬ 
fully  imposed  upon  the  lien  or  interest  of  the  Trustee  in  respect 
of  such  premises  or  property,  so  that  the  lien  and  priority  of  this 
indenture  shall  be  fully  preserved  at  the  cost  of  the  Railway 
Company  without  expense  to  the  Trustee  or  the  bondholders; 
and  if  any  company  of  whose  capital  stock  the  greater  part 
pursuant  to  Article  One  or  Article  Three  of  this  indenture  shall 
have  been  pledged  hereunder,  at  any  time  while  the  greater  part 
of  the  capital  stock  of  such  company  shall  be  pledged  here¬ 
under,  shall  fail  to  pay  all  such  taxes,  assessments  and  charges 
lawfully  imposed  upon  the  property  of  such  company  or  upon 
the  income  and  profits  thereof,  then  the  Railway  Company  itself 
will  pay  the  same  or  make  adequate  provision  for  the  satisfaction 
or  discharge  thereof;  provided,  however,  that  the  Railway  Com¬ 
pany  shall  have  the  right  to  contest  by  legal  proceeding  any  such 
tax,  assessment  or  charge,  and  pending  such  contest  may  delay 
or  defer  the  payment  thereof. 

Sec.  6.  Except  in  the  cases  in  this  indenture  expressly  au¬ 
thorized,  the  Railway  Company  will  not,  by  affirmative  vote 
or  by  abstaining  from  voting,  sanction  or  permit  any  increase 
of  the  capital  stock  of  any  company  of  whose  capital  stock  the 
greater  part  shall  be  subject  to  this  indenture,  or  the  issue  or 
guaranty  of  any  bonds  by  any  such  company,  or  the  creation 
of  any  mortgage  or  other  lien  upon  the  railroad  or  property 
of  any  such  company,  unless  simultaneously  there  shall  be 
made  effective  provision  that  such  indebtedness  and  the  evi¬ 
dences  thereof,  and  such  bonds  issued  or  guaranteed,  and  such 
mortgage  or  other  lien,  and  all  such  additional  stock  (or  such 
part  of  such  additional  stock  as  shall  be  proportionate  to  the 


30 


part  of  such  entire  capital  stock  previously  subject  to  this  in¬ 
denture),  forthwith,  upon  the  issue  or  creation  thereof,  shall  be 
delivered  to,  and  be  pledged  with  the  Trustee  hereunder,  and 
shall  be  subject  to  all  the  trusts  of  this  indenture;  and  all  such 
additional  stock  shall  be  fully  paid  and  non-assessable. 

Except  as  herein  otherwise  expressly  provided,  the  Railway 
Company  will  not,  by  affirmative  vote  or  by  abstaining  from 
voting,  sanction  or  permit  any  railroad  or  terminal  company, 
of  whose  capital  stock  the  greater  part  shall  be  owned  by  the 
Railway  Company  and  be  subject  to  this  indenture  or  sanction 
or  permit  the  Atlantic  and  East  Coast  Terminal  Railway  Com¬ 
pany  or  the  Jacksonville  Terminal  Company,  to  sell  or  other¬ 
wise  to  dispose  of  its  railroad  or  any  part  thereof,  or  any  ter¬ 
minal,  or  to  lease  the  same  (unless  such  lease  be  upon  the  con¬ 
dition  that  it  shall  terminate,  at  the  election  of  the  Trustee, 
by  entry  or  otherwise,  in  case  default  shall  be  made  and  shall 
continue  as  provided  in  Section  2  of  Article  Four  hereof,  or,  at 
the  election  of  the  purchaser,  in  case  of  a  sale  under  this  indenture 
of  the  property  subject  thereto),  except  to  the  Railway  Com¬ 
pany,  or  to  some  other  company  of  whose  capital  stock  not  less 
than  eighty  per  cent  shall  then  be  held  by  the  Railway  Com¬ 
pany  and  be  pledged  under  this  indenture,  or  to  a  company  of 
whose  capital  stock  the  Railway  Company  shall  own,  and  shall 
pledge  under  this  indenture  as  a  first  lien  thereon,  an  amount 
which  shall  bear  to  the  entire  authorized  capital  stock  of  such 
company  a  proportion  at  least  as  high  as  the  stock  of  such  selling 
or  disposing  or  leasing  company  previously  pledged  hereunder, 
shall  bear  to  the  entire  authorized  capital  stock  of  said  company. 

Sec.  7.  Any  and  all  claims  and  indebtedness,  which  the  Rail¬ 
way  Company  now  has  or  hereafter  may  acquire  against  the 
Atlantic  and  East  Coast  Terminal  Railway  Company,  or  against 
the  Jacksonville  Terminal  Company,  or  against  any  other 
company,  of  whose  capital  stock  the  greater  part  shall 
have  been  pledged  under  this  indenture,  shall  (subject  to  the 
provisions  in  respect  thereof  in  this  indenture  contained)  be 


31 


and  become  subject  to  this  indenture,  and  if  and  when  re¬ 
quested  in  writing  by  the  Trustee,  the  Railway  Company  will 
execute  to  the  Trustee  appropriate  assignments  thereof. 

Sec.  8.  The  Railway  Company  at  all  times  so  long  as  any 
of  the  bonds  or  coupons  remain  unpaid,  will  insure  and  keep 
insured  for  a  fair  value,  the  trust  estate  or  so  much  thereof  as 
is  customarily  insured.  In  case  of  loss  or  damage,  all  sums 
received  by  virtue  of  any  such  insurance  shall  be  applied  to 
making  good  the  loss  and  damage,  either  by  repairing  the 
property  damaged  or  replacing  the  property  destroyed,  and  the 
property  so  substituted  shall  become  subject  to  the  lien  of  these 
presents  as  part  of  the  trust  estate. 

Sec.  9.  The  Railway  Company  will  maintain,  renew,  pre¬ 
serve  and  keep  all  and  singular  the  trust  estate,  with  the  fixtures 
and  appurtenances  thereto  belonging,  in  thorough  and  efficient 
working  order  and  repair,  and  will  make  all  needful  and  proper 
renewals,  replacements  and  repairs,  so  that  its  traffic  and  busi¬ 
ness  shall  at  all  times  be  conducted  with  safety  and  expedition, 
and  will  at  all  times  maintain,  preserve  and  keep  its  railways  and 
lines,  with  the  apparatus,  fixtures  and  appurtenances  in  like 
efficient  repair  and  working  order  and  supplied  with  all  necessary 
equipment,  and  will  keep  all  equipment  and  rolling  stock 
plainly  marked  with  the  name  of  the  Railway  Company,  and  will 
conduct  its  business  and  work  its  railways  in  an  efficient  manner, 
and  will  diligently  preserve  all  the  rights  and  privileges  to  it 
granted  and  conferred  by  the  laws  of  Florida  or  any  other  State, 
and  will  not  suffer  any  of  its  licenses  to  exercise  or  use  patents 
or  patent  rights  or  apparatus,  or  any  of  its  rights,  franchises  or 
privileges  to  lapse  or  be  forfeited,  so  long  as  the  same  shall  be 
necessary  or  convenient  in  carrying  on  its  business,  and  will  use 
reasonable  efforts  to  obtain  from  time  to  time  all  necessary  re¬ 
newals  and  extensions  of  such  rights,  franchises  and  privileges, 
and  such  further  licenses  and  rights  in  respect  of  other  patents, 


32 


instruments,  equipments  and  apparatus  as  may  be  necessary  in 
the  lawful  operation  of  the  business  of  the  Railway  Company; 

Sec.  10.  The  Railway  Company  will  not  issue,  negotiate,  sell 
or  dispose  of  any  bonds  hereby  secured  in  any  manner  other 
than  in  accordance  with  the  provisions  of  this  indenture,  and 
the  agreements  in  that  behalf  herein  contained;  and  in  issuing, 
selling,  negotiating  or  otherwise  disposing  of  such  bonds,  from 
time  to  time,  it  will  well  and  truly  apply,  or  cause  to  be  applied, 
the  same,  or  the  proceeds  thereof,  to  and  for  the  purposes  herein 
prescribed,  and  to  or  for  no  other  or  different  purpose. 


ARTICLE  THREE. 

Section.  1.  The  Trustee  shall  be  authorized  (1)  to  cause  to 
be  registered  in  its  name,  as  Trustee,  any  and  all  coupon  bonds 
pledged  with  and  delivered  to  it  hereunder,  or  which  at  any 
time  hereafter  may  be  received  by  it  under  any  of  the  pro¬ 
visions  of  this  indenture,  or  (2)  to  cause  the  same  to  be  ex¬ 
changed  for  registered  bonds  without  coupons  of  any  denomina¬ 
tion,  or  (3)  to  cause  any  such  bonds  to  be  stamped:  “  Not 
negotiable.  Held  by  Bankers  Trust  Company,  as  Trustee  under 
First  Mortgage  of  Florida  East  Coast  Railway  Company,  dated 
June  1,  1909.”  The  Trustee  shall  cause  to  be  transferred  into  its 
name,  as  Trustee  hereunder,  all  registered  bonds  which  shall 
have  been  delivered  and  assigned  to  it  hereunder. 

The  Trustee  at  any  time  may  transfer  into  its  name,  as  Trustee 
hereunder,  all  or  any  shares  of  stock,  the  certificates  for  which 
shall  have  been  pledged  with  and  delivered  to  it  hereunder. 
In  its  discretion  it  may  hold  such  certificates  in  the  name  of  the 
registered  holder  thereof  at  the  time  of  such  pledge,  or  it  may 
transfer  the  same  into  the  name  of  its  nominee  or  nominees, 
provided  in  either  case  that  the  same  be  endorsed  in  blank  for 
transfer. 

The  Trustee  may  do  whatever  may  be  necessary  for  the 


33 


purpose  of  maintaining,  preserving,  renewing  or  extending  the 
corporate  existence  of  any  company  the  greater  part  of  whose 
shares  shall  then  be  held  by  the  Trustee  hereunder,  and  for  such 
purposes,  from  time  to  time,  it  may  sell,  assign,  transfer  and 
deliver  so  many  shares  of  the  stock  of  the  several  companies  as 
may  be  necessary  to  qualify  persons  to  act  as  directors  of,  or 
in  any  other  official  relation  to,  said  companies.  Whenever 
requested  in  writing  by  the  Railway  Company,  the  Trustee  shall 
assign  and  transfer  to  persons  designated  by  the  Railway  Com¬ 
pany  a  sufficient  number  of  any  shares  that  then  shall  be  held 
by  the  Trustee  hereunder,  to  qualify  such  persons  to  act  as 
directors  of,  or  in  any  official  relation  to,  the  several  companies 
which  issued  such  shares;  provided,  however,  that  under  this 
provision  no  transfer  shall  be  made  which  shall  reduce  the 
amount  of  stock  in  any  company  held  by  the  Trustee,  so  as  to 
render  it  less  than  a  controlling  interest  in  such  stock;  and  in 
every  case  the  Trustee  may  make  such  arrangements  as  it  shall 
deem  necessary  for  the  protection  of  the  trust  hereunder. 

Sec.  2.  Unless  and  until  a  Receiver  shall  have  entered  into 
possession  of  the  railroad  hereby  mortgaged  and  conveyed;  or 
unless  the  Trustee  shall  have  entered  into  possession  of  the 
mortgaged  premises  or  part  thereof  under  the  power  herein 
granted;  or  unless  and  until  there  shall  be  a  default  (1)  in  the 
payment  of  any  interest  on  any  bond  or  bonds  at  any  time 
outstanding  and  secured  by  this  indenture  and  such  default 
shall  have  continued  for  a  period  of  six  months;  or  (2)  in  the 
payment  of  the  principal  of  any  bond  hereby  secured;  or  (3)  in 
the  due  observance  or  performance  of  any  other  covenant  or 
condition  in  this  indenture  required  to  be  kept  or  performed  by 
the  Railway  Company  and  such  last-mentioned  default  shall 
have  continued  for  the  period  of  six  months  after  written  notice 
thereof  shall  have  been  given  by  the  Trustee  to  the  Railway 
Company, — (a)  the  Trustee  shall  not  (except  with  the  assent  of 
the  Railway  Company)  collect,  or  be  entitled  to  collect,  the 
principal  or  interest  of  any  bonds  or  of  any  other  claims  or  in¬ 
debtedness  now  or  hereafter  subject  to  this  indenture,  whether 


34 


at,  or  before,  or  after,  the  maturity  of  such  bonds  or  contract 
obligations  or  other  claims  or  indebtedness,  and  shall  not  en¬ 
force  any  provisions  of  the  mortgages,  trust  deeds  or  other  instru¬ 
ments  under  which  such  bonds  or  other  obligations  were  issued, 
or  by  which  the  same  are  secured;  ( b )  the  Railway  Company 
shall  be  entitled  to  receive  all  interest  paid  in  respect  of  any 
such  bonds  or  obligations,  and  the  dividends  on  all  shares  of 
stock,  which  shall  be  subject  to  this  indenture  although  the 
same  may  have  been  transferred  to  the  Trustee;  (c)  from  time 
to  time  (subject  to  the  covenants  in  respect  thereof  in  this  sec¬ 
tion  contained),  upon  the  request  of  the  Railway  Company,  the 
Trustee  shall  deliver  to  it  any  coupons  for  such  interest  then  in 
the  possession  of  the  Trustee,  in  order  that  the  Railway  Com¬ 
pany  may  receive  payment  thereof  for  its  own  use  or  may  cause 
the  same  to  be  canceled,  and  the  Trustee  shall  deliver  to  the 
Railway  Company  suitable  orders  in  favor  of  the  Railway  Com¬ 
pany,  or  its  nominee,  for  the  payment  of  such  interest  and 
dividends,  and  the  Railway  Company  may  collect  such  coupons, 
interest  and  dividends  (but  not  by  any  proceeding  which  the 
Trustee  shall  deem  to  be  prejudicial  to  the  trusts  hereunder), 
and  the  Trustee  at  once  shall  pay  over  to  the  Railway  Company 
any  such  interest  and  dividends  which  may  be  collected  or  be  re¬ 
ceived  by  it;  and  (d)  the  Railway  Company,  for  its  own  use, 
shall  be  entitled  to  demand,  receive  and  collect,  and  may  release 
and  discharge,  the  principal  and  interest  of  any  such  claims  and 
indebtedness  subjected  to  the  lien  of  this  indenture  under 
Section  7  of  Article  Two  hereof,  and  upon  request  of  the  Rail¬ 
way  Company  the  Trustee  shall  execute  any  re-assignments  or 
releases  which  may  be  required  for  that  purpose; 

Provided,  however,  and  hereby  it  is  declared  and  agreed  that, 
except  as  in  this  indenture  otherwise  expressly  provided,  (1) 
the  Railway  Company  shall  not  be  entitled  to  receive,  and  the 
Trustee  shall  not  pay  over  to  the  Railway  Company,  the  principal 
of  any  bond  subject  to  this  indenture;  (2)  the  Railway  Company 
shall  not  be  entitled  to  receive,  and  the  Trustee  shall  not  pay 
over,  any  interest  on  any  such  bond,  or  the  principal  of  or  any 


35 


interest  on  any  such  other  obligations,  claims  or  indebtedness, 
which  shall  have  been  collected  or  paid  out  of  the  proceeds  of 
any  sale  or  condemnation  of  the  property  covered  by  a  mortgage 
securing  such  bonds,  or  out  of  the  proceeds  of  the  sale  of  any 
other  property  of  the  company  liable  upon  such  bonds,  obliga¬ 
tions,  claims  or  indebtedness,  in  case  of  a  dissolution  or  a  liquida¬ 
tion  of  such  company,  it  being  the  intention  that  the  Railway 
Company  shall  be  entitled  to  receive  only  payments  made  out 
of  the  rents,  revenues,  income  or  proceeds  of  operation  of  such 
properties;  (3)  the  Railway  Company  shall  not  sell,  assign  or 
transfer  any  such  coupon,  or  right  to  interest  or  dividends, 
delivered  or  assigned  to  it,  or  any  other  such  claim  or  indebt¬ 
edness,  except  subject  to  this  indenture;  (4)  the  Railway  Com¬ 
pany  shall  not  collect  any  such  coupons  or  interest,  or  any  such 
other  claim  or  indebtedness,  by  legal  proceedings  or  by  en¬ 
forcement  of  any  security  therefor,  except  with  the  assent  of  the 
Trustee,  nor  in  any  manner  which  the  Trustee  shall  deem 
prejudicial  to  the  trust  hereunder;  (5)  the  Railway  Company 
shall  not  be  entitled  to  collect  any  stock  dividends,  or  any  cash 
dividends  that  may  be  declared  on  any  shares  of  the  capital  stock 
of  other  corporations  or  associations  that  shall  have  become 
subject  to  this  indenture  upon  or  in  the  course  of  the  dissolution, 
liquidation  or  winding  up  of  any  such  company  or  in  any  way 
chargeable  to  or  payable  out  of  capital;  and  (6)  until  actually 
paid,  released  or  discharged,  every  such  coupon,  or  right  to  in¬ 
terest  or  dividends,  and  all  such  other  claims  and  indebtedness, 
shall  remain  subject  to  this  indenture. 

If  any  such  coupons,  or  if  any  evidence  of  any  such  claim  or 
indebtedness,  delivered  to  the  Railway  Company  hereunder, 
shall  not,  as  aforesaid,  forthwith  be  paid  or  canceled,  the  Rail¬ 
way  Company  shall  return  the  same  to  the  Trustee,  and  in 
case  of  the  payment  of  any  such  coupon,  claim  or  indebtedness, 
shall,  upon  the  demand  of  the  Trustee  furnish  satisfactory  evi¬ 
dence  of  the  cancellation  and  extinguishment  thereof. 

Sec.  3.  In  case  (1)  any  sum  shall  be  paid  on  account  of  the 
principal  of  any  bonds  or  of  any  obligations  subject  to  this  in- 


36 


denture,  or  in  case  (2)  any  sum  on  account  of  the  interest  on  any 
such  -bonds  or  obligations  shall  be  paid  out  of  the  proceeds  of 
property  covered  by  a  mortgage  or  trust  deed  securing  such  bonds 
or  obligations,  or  in  case,  (3)  upon  the  dissolution  or  liquidation 
of  any  company,  any  sum  shall  be  paid  upon  any  bonds  or  any 
shares  of  stock  or  any  claims  against  or  indebtedness  of  such 
company,  subject  to  this  indenture, — then,  in  any  such  case,  any 
such  sum,  unless  applied  on  account  of  the  purchase  price  of 
property  purchased  pursuant  to  Section  5  of  this  Article,  shall 
be  received  by  the  Trustee  and  (except  in  the  events  otherwise 
provided  for  in  Section  3  of  Article  Four  of  this  indenture) 
shall  be  paid  over  by  the  Trustee  to  the  Railway  Company  to 
reimburse  it  for  expenditures  by  it  made  for  any  of  the  purposes 
for  which  bonds  or  their  proceeds  may  be  used  under  Section  3 
of  Article  One  hereof,  upon  certificates  of  such  expenditures, 
signed  by  the  President  or  a  Vice-President  or  the  General 
Manager  or  Chief  Engineer,  and  by  the  Comptroller  or  Auditor 
or  Treasurer,  of  the  Railway  Company. 

Sec.  4.  Unless  and  until  a  Receiver  shall  have  entered  into 
possession  of  the  railroad  hereby  mortgaged  and  conveyed;  or 
unless  the  Trustee  shall  have  entered  into  possession  of  the 
mortgaged  premises  or  part  thereof  under  the  power  herein 
granted;  or  unless  and  until  there  shall  be  a  default  (1)  in  the 
payment  of  any  interest  on  any  bond  or  bonds  at  any  time 
outstanding  and  secured  by  this  indenture  and  such  default  shall 
have  continued  for  the  period  of  six  months;  or  (2)  in  the  pay¬ 
ment  of  the  principal  of  any  bond  hereby  secured;  or  (3)  in  the 
due  observance  or  performance  of  some  other  covenant  or  con¬ 
dition  in  this  indenture  required  to  be  kept  or  performed  by  the 
Railway  Company  and  such  last-mentioned  default  shall  have 
continued  for  the  period  of  six  months  after  written  notice  thereof 
shall  have  been  given  by  the  Trustee  to  the  Railway  Company, — 
the  Railway  Company  shall  have  the  right  to  vote  upon  all 
shares  of  stock  subject  to  this  indenture,  for  all  purposes  not  in¬ 
consistent  with  the  provisions  or  purposes  of  this  indenture  and 


37 


with  the  same  force  and  effect  as  though  such  shares  were  not 
subject  to  this  indenture;  and  from  time  to  time,  upon  demand 
of  the  Railway  Company,  the  Trustee  forthwith  shall  execute 
and  deliver,  or  shall  cause  to  be  executed  and  delivered,  to  the 
Railway  Company,  or  to  its  nominees,  suitable  powers  of  attorney 
or  proxies  to  vote  upon  any  shares  of  stock  which  shall  have  been 
transferred  to  the  Trustee. 

Sec.  5.  In  case  default  shall  be  made  in  the  payment  of 
the  principal  or  interest  of  any  of 'the  bonds  or  obligations  which 
shall  have  been  delivered  to,  and  shall  be  held  by  the  Trustee 
hereunder,  or  of  any  other  bonds  then  secured  by  the  same 
mortgage  or  deed  of  trust  as  such  bonds  held  by  the  Trustee, 
then  in  any  such  case,  if  the  Trustee  shall  hold  more  than  ninety 
per  cent  in  amount  of  the  entire  issue  of  such  bonds  or  obliga¬ 
tions  in  default,  it  shall,  upon  the  written  request  of  the  Railway 
Company,  and  in  other  cases,  upon  such  w'ritten  request,  it  may, 
in  its  discretion,  cause  proper  proceedings  to  be  instituted  and 
prosecuted  in  some  court  of  competent  jurisdiction  to  foreclose 
or  enforce  the  mortgage  or  trust,  or  charge,  by  which  such 
bonds  or  obligations  in  default  are  secured.  In  case  (1)  the 
Railway  Company  shall  be  in  default  in  the  payment  of  the  princi¬ 
pal  of  any  of  the  bonds  hereby  secured,  or  in  case  (2)  the  Raihvay 
Company  shall  be  in  default  in  the  payment  of  the  interest  on 
any  of  such  bonds,  and  such  default  in  the  payment  of  interest 
shall  have  continued  for  the  period  of  six  months,  or  in  case  (3) 
a  receiver  of  the  mortgaged  premises  shall  have  been  appointed, 
or  in  case  (4)  the  Trustee  shall  have  entered  or  shall  have  elected 
to  enter  into  possession  of  the  mortgaged  premises,  either  under 
the  power  herein  conferred  or  by  the  voluntary  action  of  the 
Railway  Company — then  and  in  any  such  case  the  Trustee,  in 
its  discretion,  may  institute  such  proceedings  without  such 
written  request. 

In  case  (1)  any  company  of  whose  capital  stock  the  greater 
part  shall  be  held  by  the  Trustee  hereunder,  shall  be  dissolved 
or  be  liquidated,  or  in  case  (2)  all  or  any  of  the  property  of 


3S 


any  such  company  shall  be  sold  upon  the  insolvency  of  such 
company  at  any  judicial  or  other  sale,  or  in  case  (3)  any  prop¬ 
erty  covered  by  a  mortgage  securing  any  bonds,  or  subject  to 
any  charge  or  trust  for  the  payment  of  any  other  obligations, 
held  by  the  Trustee  hereunder,  shall  be  sold  upon  foreclosure 
of  such  mortgage,  or  by  enforcement  of  such  charge  or  trust, — 
then,  in  any  such  event,  if  the  property  of  such  dissolved  or 
liquidated  company,  or  the  property  sold,  can  be  acquired  by 
crediting  on  the  bonds,  obligations,  claims,  indebtedness  or 
stock,  held  by  the  Trustee  hereunder,  any  sum  accruing  or  to  be 
received  thereon  out  of  the  proceeds  of  such  property,  and  by 
paying  not  more  than  ten  per  cent  of  the  price  of  such  property 
in  cash  (or  more  than  ten  per  cent,  if  the  holders  of  a  majority 
in  amount  of  the  bonds  hereby  secured  shall  so  request),  the 
Trustee  in  its  discretion  may,  but,  if  requested  in  writing  by  the 
Railway  Company  or  by  the  holders  of  a  majority  in  amount  of 
the  bonds  hereby  secured,  and  provided  with  the  amount  of 
cash  necessary  therefor  (whether  such  amount  be  more  or  less 
than  ten  per  cent  of  the  price  of  such  property),  the  Trustee  in 
every  case  shall  purchase  or  cause  to  be  purchased,  or  permit 
the  Railway  Company  to  purchase,  such  property,  either  in  the 
name  or  on  behalf  of  the  Trustee  or  of  the  Railway  Company,  or 
by  purchasing  trustees,  and  shall  use,  or  permit  the  Railway 
Company  to  use,  such  bonds,  obligations,  claims,  indebtedness 
and  stock,  so  far  as  may  be,  to  make  payment  for  such  property; 
and  in  case  of  any  such  purchase  the  Trustee  shall  take  such 
steps  as  it  may  deem  proper  to  cause  such  property  to  be  vested 
either  in  the  Railway  Company,  subject  to  this  indenture,  or 
in  some  other  corporation  organized  or  to  be  organized,  with 
power  to  acquire  and  manage  such  property,  provided  that  all 
the  bonds  and  other  indebtedness  and  capital  stock  thereof 
(excepting  the  number  of  shares  required  to  qualify  directors), 
shall  be  received  by  the  Trustee,  and  shall  be  held  for  the  benefit 
of  the  Railway  Company  or  its  assigns,  subject  to  this  indenture. 

With  the  written  consent  of  the  Railway  Company,  the 
Trustee  at  any  time  may  vote  upon  any  shares  of  stock  that 


39 


shall  be  held  by  it  hereunder,  and  may  take  such  other  action 
as  in  its  discretion  it  shall  deem  advisable  to  protect  its  interests 
and  the  interests  of  the  bondholders  hereunder,  in  respect  of  any 
bonds,  obligations  or  stock  subject  to  the  lien  of  this  indenture, 
and  with  such  consent  of  the  Railway  Company,  the  Trustee 
may  join  in  any  plan  of  reorganization  in  respect  of  any  such 
bond  or  stocks  and  may  accept  new  securities  issued  in  exchange 
therefor  under  such  plan.  In  case  the  Railway  Company  shall 
be  in  default  in  the  payment  of  any  interest  or  the  principal  of 
any  of  the  bonds  hereby  secured  and  such  default  shall  have 
continued  for  the  period  of  six  months,  the  Trustee  shall  be 
entitled  to  take  such  steps  without  the  consent  of  the  Railway 
Company. 

The  Railway  Company  covenants  that,  on  demand  of  the 
Trustee,  it,  the  Railway  Company,  forthwith  will  pay,  or  will 
satisfactorily  provide  for,  all  expenditures  incurred  by  the 
Trustee  under  any  of  the  provisions  of  this  section,  including 
all  sums  required  to  obtain  and  perfect  the  ownership  and 
title  to  any  property  which  the  Trustee  shall  purchase  or  shall 
cause  to  be  purchased  pursuant  to  the  provisions  of  this  sec¬ 
tion;  and,  in  case  the  Railway  Company  shall  fail  so  to  do, 
then,  without  impairment  of,  or  prejudice  to,  any  of  its  rights 
hereunder  by  reason  of  the  default  of  the  Railway  Company, 
the  Trustee,  in  its  discretion,  may  advance  moneys  to  meet  all 
such  expenses  and  any  other  moneys  required,  or  may  procure 
such  advances  to  be  made  by  others,  and  for  such  advances 
made  by  the  Trustee,  or  by  others  at  its  request,  with  interest 
thereon,  the  Trustee  shall  have  a  lien  prior  to  the  lien  of  these 
presents  upon  all  the  stocks,  bonds,  claims  and  indebtedness  in 
respect  of  which  such  advances  shall  have  been  made,  and  the 
proceeds  thereof  and  any  property  acquired  by  means  thereof. 

In  case  the  Trustee  shall  not  purchase  or  cause  to  be  pur¬ 
chased  the  property  sold  at  any  such  sale,  and  shall  not  join 
in  a  plan  of  reorganization  as  aforesaid  in  respect  of  such  bonds 
or  stocks,  then  the  Trustee  shall  receive  any  portion  of  the  pro¬ 
ceeds  of  the  sale  accruing  or  receivable  in  respect  of  the  securities 


40 


by  it  held  hereunder,  and  such  proceeds,  from  time  to  time,  shall 
be  paid  over  to  the  Railway  Company  to  reimburse  it  for  ex¬ 
penditures  by  it  made  for  any  of  the  purposes  for  which  bonds 
or  their  proceeds  may  be  used  under  Section  3  of  Article  One 
hereof,  upon  certificates  of  such  expenditures  signed  by  the 
President  or  a  Vice-President  or  the  General  Manager  or  Chief 
Engineer,  and  by  the  Comptroller  or  Auditor  or  Treasurer,  of 
the  Railway  Company. 

Sec.  6.  Anything  in  this  indenture  to  the  contrary  not¬ 
withstanding,  any  company  all  or  part  of  whose  capital  stock 
shall  be  subject  to  this  indenture,  may  be  merged  or  consoli¬ 
dated  with,  or  all  or  any  part  of  its  property  may  be  sold  or 
conveyed  to,  the  Railway  Company.  In  the  event  of  such  con¬ 
solidation  or  merger  or  sale,  this  indenture  shall  become  and  be 
a  lien  upon  the  property  of  the  company  so  consolidated  or 
merged  with,  or  the  property  so  sold  or  conveyed  to,  the  Rail¬ 
way  Company,  with  the  same  force  and  effect  as  if  expressly 
conveyed  by  this  indenture,  and  the  holders  of  the  bonds  hereby 
secured  shall  always  have  as  full  and  complete  a  lien  upon  such 
property  as  that  herein  created  by  the  pledge  of  the  stock  and 
bonds  of  such  constituent  companies  or  of  such  selling  company, 
to  the  Trustee  hereunder. 

Anything  in  this  indenture  to  the  contrary,  notwithstand¬ 
ing,  any  company,  all  or  part  of  whose  capital  stock  shall  be 
subject  to  this  indenture,  may  be  merged  or  be  consolidated 
with,  or  all  of  its  property  may  be  sold  or  conveyed  to,  any 
other  company,  all  or  part  of  whose  capital  stock  shall  be  sub¬ 
ject  to  this  indenture;  provided ,  however,  that  the  portion  of  the 
capital  stock  of  any  such  consolidated  or  merging  company  (but 
never  less  than  a  majority  thereof)  issued  for  and  in  lieu  of  any 
stock  previously  pledged  hereunder,  shall  always  bear  to  the 
total  capital  stock  a  proportionate  relation  at  least  as  high  as  that 
borne  by  such  previously  pledged  stock  to  the  total  capital 
stock  of  such  constituent  companies;  and  provided,  further, 
that  in  the  case  of  any  such  sale  by  any  such  company  of  all 


■H 


its  property,  the  portion  of  the  capital  stock  of  the  purchasing 
company  (but  never  less  than  a  majority  thereof)  subject  to  this 
indenture,  shall  always  bear  to  the  total  capital  stock  of  such 
purchasing  company  a  proportionate  relation  at  least  as  high 
as  that  borne  by  the  previously  pledged  stock  of  the  selling 
company  to  the  total  capital  stock  of  such  selling  company. 
Such  portion  of  such  stock  of  such  consolidated  or  merging 
company  shall  then  become  and  be  subject  to  this  indenture, 
and  shall  be  held  by  the  Trustee  hereunder  pursuant  to  the 
provisions  hereof,  and  the  holders  of  the  bonds  hereby  secured 
shall  always  have  a  lien  upon  such  portion  of  such  stock  of  such 
consolidated  or  merging  company  as  full  and  complete  as  upon 
the  stock  of  such  constituent  companies  by  reason  of  the  pledge 
hereunder. 

The  Trustee  may  make  any  exchange,  substitution,  cancel¬ 
lation  or  surrender  of  securities  required  for  the  purposes  or 
the  accomplishment  of  any  such  merger  or  consolidation;  and 
may  receive  the  opinion  of  any  counsel  approved  by  it  as  to 
the  legal  effect  of  any  such  merger  or  consolidation,  and  as  to 
the  steps  necessary  to  be  taken  to  consummate  the  same,  and 
as  to  any  other  matter  under  this  section;  and  such  opinion  shall 
be  full  protection  to  the  Trustee  for  any  action  by  it  taken  pur¬ 
suant  thereto. 

Sec.  7.  Nothing  in  this  indenture  contained  shall  prevent 
(1)  the  renewal  or  extension,  if  without  impairment  of  lien  or 
security,  at  the  same  or  a  lower  rate  of  interest,  (a)  by  the 
Railway  Company  of  any  bond  or  obligation  secured  by  a 
mortgage  or  lien  permitted  to  be  created  under  provisions  of 
this  indenture;  or  ( b )  by  any  company  any  of  the  shares  of  whose 
capital  stock  shall  be  subject  to  this  indenture,  of  any  bond  or 
obligation  secured  by  mortgage  upon  its  property;  or  ( c )  by  any 
company  of  any  of  its  bonds  or  obligations  which  shall  be  sub¬ 
ject  to  this  indenture;  or  (2)  the  issue  in  place  of  and  in  substitu¬ 
tion  for  any  such  bonds  or  obligations  of  the  Railway  Company 
or  of  any  such  other  company,  of  other  bonds  or  obligations  for 


42 


equivalent  amounts,  bearing  the  same  or  a  lower  rate  of  interest, 
adequately  secured  by  a  similar  mortgage  or  lien  upon  the  same 
property;  provided,  however,  that  in  case  any  bonds  or  obliga¬ 
tions  pledged  hereunder  shall  be  so  renewed  or  extended,  such 
bonds  or  obligations  as  so  renewed  or  extended  shall  continue 
subject  to  this  indenture  to  the  same  extent,  and  shall  b'e  lodged 
with  and  be  held  by  the  Trustee  in  the  same  manner  as  thereto¬ 
fore;  and  that  in  case  any  bonds  or  obligations  pledged  hereunder 
shall  be  exchanged  for  bonds  or  obligations  substituted  as  afore¬ 
said,  the  substituted  bonds  or  obligations  shall  ipso  facto  forth¬ 
with  become  subject  to  this  indenture  to  the  same  extent,  and 
shall  be  lodged  with  and  be  held  by  the  Trustee  in  the  same 
manner  as  those  for  which  they  are  substituted. 

At  any  time,  in  its  discretion,  the  Trustee  may,  and,  if  re¬ 
quested  in  writing  by  the  Railway  Company,  it  shall,  consent 
to  any  such  renewal,  extension  or  substitution.  The  Trustee 
may  receive  the  opinion  of  any  counsel  approved  by  it  as  con¬ 
clusive  evidence  that  any  such  renewal,  extension  or  substitu¬ 
tion  is  in  compliance  with  the  provisions  of  this  section. 


ARTICLE  FOUR. 

Section  1.  Neither  any  coupon  belonging  to  any  bond 
hereby  secured,  nor  any  claim  for  interest  on  any  registered  bond, 
which  in  any  way  at  or  after  maturity  shall  have  been  trans¬ 
ferred  or  pledged  separate  and  apart  from  the  bond  to  which  it 
relates,  shall,  unless  accompanied  by  such  bond,  be  entitled, 
in  case  of  a  default  hereunder,  to  any  benefit  of  or  from  this 
indenture,  except  after  the  prior  payment  in  full  of  the  principal 
of  the  bonds  issued  hereunder,  and  of  all  coupons  and  interest 
obligations  not  so  transferred  or  pledged. 

[_  Sec.  2.  In  case  (1)  default  shall  be  made  in  the  payment  of 
any  interest  on  any  bond  or  bonds  at  any  time  outstanding  and 


43 


secured  by  this  indenture,  and  any  such  default  shall  have  con¬ 
tinued  for  the  period  of  six  months,  or  in  case  (2)  default  shall 
be  made  in  the  payment  of  the  principal  of  any  bond  hereby 
secured,  or  in  case  (3)  default  shall  be  made  in  the  due  ob¬ 
servance  or  performance  of  any  other  covenant  or  condition 
herein  required  to  be  kept  or  performed  by  the  Railway  Company 
and  any  such  last-mentioned  default  shall  have  continued  for  the 
period  of  six  months  after  written  notice  thereof  shall  have  been 
given  to  the  Railway  Company  by  the  Trustee  or  by  the  holders 
of  five  per  cent  in  amount  of  the  bonds  hereby  secured, — then 
and  in  each  and  every  such  case  the  Trustee  personally,  or  by  its 
agents  or  attorneys,  may  enter  into  and  upon  all  or  any  part  of 
the  railways,  rolling  stock,  property  and  premises,  lands,  rights, 
interests  and  franchises,  hereby  conveyed  or  intended  so  to  be, 
and  each  and  every  part  thereof,  and  may  exclude  the  Railway 
Company,  its  agents  and  servants,  wholly  therefrom;  and  having 
and  holding  the  same,  may  use,  operate,  manage  and  control 
said  railways  and  other  premises,  regulate  the  tolls  for  the 
transportation  of  passengers  and  freight  thereon,  and  conduct 
the  business  thereof,  either  personally  or  by  its  superintendents, 
managers,  receivers,  agents  and  servants  or  attorneys,  to  the 
best  advantage  of  the  holders  of  the  bonds  hereby  secured; 
and  upon  every  such  entry,  the  Trustee,  at  the  expense  of  the 
trust  estate,  from  time  to  time,  either  by  purchase,  repairs  or 
construction,  may  maintain  and  restore,  and  may  insure  or  keep 
insured,  the  rolling  stock,  tools  and  machinery  and  other  prop¬ 
erty,  buildings,  bridges  and  structures,  erected  or  provided 
for  use  in  connection  with  said  railways  and  other  premises 
whereof  it  shall  have  become  possessed  as  aforesaid,  in  the 
same  manner  and  to  the  same  extent  as  is  usual  with  railway 
companies;  and  likewise,  from  time  to  time,  at  the  expense 
of  the  trust  estate,  may  make  all  necessary  or  proper  repairs, 
renewals  and  replacements,  and  useful  alterations,  additions, 
betterments  and  improvements  thereto  and  thereon,  as  to  it  may 
seem  judicious;  and  in  such  case  the  Trustee  shall  have  the  right 
to  manage  the  mortgaged  premises  and  to  carry  on  the  business 


44 


and  to  exercise  all  rights  and  powers  of  the  Railway  Company, 
either  in  the  name  of  the  Railway  Company  or  otherwise,  as  the 
Trustee  shall  deem  best;  and  it  shall  be  entitled  to  collect  and 
receive  all  tolls,  earnings,  income,  rents,  issues  and  profits  of 
the  same  and  every  part  thereof,  and  also  the  income  from  stocks 
and  bonds  subject  to  this  indenture;  and  after  deducting  the 
expenses  of  operating  said  railways  and  other  premises,  and  of 
conducting  the  business  thereof,  and  of  all  repairs,  maintenance, 
renewals,  replacements,  alterations,  additions,  betterments  and 
improvements,  and  all  payments  which  may  be  made  for  taxes, 
assessments,  insurance,  and  prior  or  other  proper  charges  upon 
the  said  premises  and  property,  or  any  part  thereof,  as  well  as 
just  and  reasonable  compensation  for  its  own  services  and  for 
all  agents,  clerks,  servants  and  other  employees  by  it  properly 
engaged  and  employed,  it  shall  apply  the  moneys  arising  as 
aforesaid  as  follows: 

In  case  the  principal  of  the  bonds  hereby  secured  shall 
not  have  become  due,  to  the  payment  of  the  interest  in 
default,  in  the  order  of  the  maturity  of  the  installments  of 
such  interest,  with  interest  on  the  overdue  installments  at 
the  rate  of  four  and  one-half  per  cent  per  annum;  such  pay¬ 
ments  to  be  made  ratably  to  the  persons  entitled  thereto, 
without  discrimination  or  preference. 

In  case  the  principal  of  the  bonds  hereby  secured  shall 
have  become  due,  by  declaration  or  otherwise,  first  to  the 
payment  of  the  accrued  interest  (with  interest  on  the  overdue 
installments  thereof  at  the  rate  of  four  and  one-half  per  cent 
per  annum)  in  the  order  of  the  maturity  of  the  installments, 
and  next  to  the  payment  of  the  principal  of  all  bonds 
hereby  secured;  in  every  instance  such  payments  to  be 
made  ratably  to  the  persons  entitled  to  such  payment 
without  any  discrimination  or  preference. 

These  provisions,  however,  are  not  intended  in  anywise 
to  modify  the  provisions  of  Section  1  of  this  Article  Four, 
but  are  subject  thereto. 


45 


Sec.  3.  In  case  the  Trustee  shall  have  entered  or  shall  have 
elected  to  enter  as  aforesaid,  or  in  case  a  receiver  shall  have 
entered,  into  possession  of  the  railroad  hereby  mortgaged  and 
conveyed,  or  in  case  default  shall  be  made  and  shall  continue 
as  specified  in  the  preceding  Section  2  of  this  Article,  the  Trustee 
shall  be  entitled  to  vote  on  all  shares  of  stock  then  subject  to 
this  indenture,  and,  for  the  benefit  of  the  holders  of  the  bonds 
hereby  secured,  shall  be  entitled  to  collect  and  receive  all  divi¬ 
dends  on  the  shares  of  stock  that  shall  then  be  subject  to  this 
indenture,  and  all  sums  payable  for  principal,  interest  or  other¬ 
wise  upon  any  bonds  or  obligations  that  shall  then  be  subject 
to  this  indenture,  and  to  apply  as  hereinbefore  provided  the 
net  moneys  received;  and,  as'holder  of  any  such  shares  of  stock 
and  of  any  such  bonds,  to  perform  any  and  all  acts,  or  to  make 
or  execute  any  and  all  transfers,  requests,  requisitions  or  other  in¬ 
struments,  for  the  purpose  of  carrying  out  the  provisions  of  this 
section;  but  in  the  event  that  a  receiver  of  any  railway  upon 
which  this  indenture  is  a  direct  lien  shall  have  been  appointed 
and  shall  be  in  possession  thereof,  the  Trustee  from  time  to  time, 
in  its  discretion  may,  and  if  requested  by  the  holders  of  a  ma¬ 
jority  in  amount  of  the  bonds  hereby  secured,  it  shall,  turn 
over  any  part  or  all  of  the  interest  moneys  and  dividends,  so 
collected  by  it,  to  such  receiver,  and  may  co-operate  with  such 
receiver  in  managing  and  operating  the  entire  system  of  the 
Railway  Company  in  such  manner  as  the  Trustee  shall  deem 
for  the  best  interests  of  the  holders  of  the  bonds  hereby  secured. 

Sec.  4.  In  case  a  default  shall  be  made  in  the  payment  of 
any  interest  on  any  bond  or  bonds  at  any  time  outstanding 
and  secured  by  this  indenture,  and  any  such  default  shall  have 
continued  for  the  period  of  six  months, — then  and  in  every 
case  of  such  continuing  default,  upon  the  written  request  of  the 
holders  of  twenty-six  per  cent  in  amount  of  the  bonds  hereby 
secured  then  outstanding,  the  Trustee  by  notice  in  writing  de¬ 
livered  to  the  Railway  Company,  shall  declare  the  principal  of 
all  bonds  hereby  secured  and  then  outstanding  to  be  due  and 


46 


payable  immediately,  and  upon  any  such  declaration  the  same 
shall  become  and  be  due  and  payable  immediately,  anything  in 
this  indenture  or  in  said  bonds  to  the  contrary  notwithstanding. 
This  provision,  however,  is  subject  to  the  condition  that  if,  at  any 
time  after  the  principal  of  said  bonds  shall  have  been  so  declared 
due  and  payable,  and  before  any  sale  of  the  mortgaged  premises 
shall  have  been  made  pursuant  to  the  provisions  of  Section  5 
of  this  Article,  all  arrears  of  interest  upon  all  the  bonds  secured 
hereby,  with  interest  at  the  rate  of  four  and  one-half  per  cent  per 
annum  on  overdue  installments  of  interest,  shall  either  be  paid 
by  the  Railway  Company  or  be  collected  out  of  the  mortgaged 
premises,  and  all  defaults  as  aforesaid  shall  have  been  made  good, 
then  and  in  such  case  the  holders  of  a  majority  in  amount  of  the 
bonds  hereby  secured  then  outstanding,  by  written  notice  to  the 
Railway  Company  and  to  the  Trustee,  may  waive  such  de¬ 
fault,  and  rescind  or  annul  such  declaration  and  its  conse¬ 
quences;  but  no  such  waiver  shall  extend  to  or  affect  any  subse¬ 
quent  default,  or  impair  any  right  consequent  thereon. 

In  case  the  Trustee  shall  have  proceeded  to  enforce  any 
right  under  this  indenture,  by  foreclosure,  entry  or  otherwise 
and  such  proceedings  shall  have  been  discontinued  or  aban¬ 
doned  because  of  such  waiver,  or  for  any  other  reason,  or  shall 
have  been  determined  adversely  to  the  Trustee,  then  and  in 
every  such  case,  the  Railway  Company  and  the  Trustee  shall 
be  restored  to  their  former  position  and  rights  hereunder  in 
respect  of  the  mortgaged  premises,  and  the  shares  of  stock 
and  the  bonds  and  other  property  subject  or  to  be  subject  to 
this  indenture,  and  all  rights,  remedies  and  powers  of  the  Trustee 
shall  continue  as  though  no  such  proceeding  had  been  taken 

Sec.  5.  In  case  (1)  default  shall  be  made  in  the  payment 
of  any  interest  on  any  bond  or  bonds  at  any  time  outstanding 
and  secured  by  this  indenture,  and  any  such  default  shall  have 
continued  for  the  period  of  six  months;  or  in  case  (21  default 
shall  be  made  in  the  due  and  punctual  payment  of  the  principal 
of  any  bond  hereby  secured;  or  in  case  (3)  default  shall  be 


47 


made  in  the  due  observance  or  performance  of  any  other  covenant 
or  condition  herein  required  to  be  kept  or  performed  by  the 
Railway  Company,  and  any  such  last-mentioned  default  shall 
have  continued  for  the  period  of  six  months  after  written  notice 
thereof  shall  have  been  given  to  the  Railway  Company  by  the 
Trustee,  or  by  the  holders  of  five  per  cent  in  amount  of  the  bonds 
hereby  secured, — then,  and  in  each  and  every  such  case  of  de¬ 
fault,  the  Trustee,  with  or  without  entry, ’personally  or  by 
attorney,  in  its  discretion  either 

(a)  May  sell,  to  the  highest  and  best  bidder,  all  and  singular 
the  property  and  premises  mortgaged  and  pledged,  including 
bonds  and  stocks,  rights,  franchises  and  interests,  and  appurte¬ 
nances,  and  other  real  and  pe'rsonal  property  of  every  kind,  and  all 
right,  title  and  interest,  claim  and  demand  therein,  and  right 
of  redemption  thereof,  in  one  lot  and  as  an  entirety,  unless  a 
sale  in  parcels  shall  be  required  under  the  provisions  of  Section  7 
of  this  Article  Four,  in  which  case  such  sale  shall  be  made  in 
parcels,  as  in  said  section  provided;  which  sale  or  sales  shall  be 
made  at  public  auction  at  such  place  in  the  State  of  Florida 
or  at  such  other  place,  and  at  such  time  and  upon  such  terms, 
as  the  Trustee  may  fix  and  briefly  specify  in  the  notice  of  sale 
to  be  given  as  herein  provided,  or  as  may  be  required  by  law;  or 

(b)  May  proceed  to  protect  and  to  enforce  its  rights  and 
the  rights  of  bondholders  under  this  indenture,  by  a  suit  or 
suits  in  equity  or  at  law,  whether  for  the  specific  performance 
of  any  covenant  or  agreement  contained  herein,  or  in  aid  of 
the  execution  of  any  power  herein  granted,  or  for  any  fore¬ 
closure  hereunder,  or  for  the  enforcement  of  any  other  appropriate 
legal  or  equitable  remedy,  as  the  Trustee,  being  advised  by 
counsel  learned  in  the  law,  shall  deem  most  effectual  to  protect 
and  enforce  any  of  its  rights  or  duties  hereunder. 

Sec.  6.  Upon  the  written  request  of  the  holders  of  twenty- 
six  per  cent  in  amount  of  the  bonds  hereby  secured,  in  case  of 
any  continuing  default  as  specified  in  Section  5  of  this  Article 
Four,  it  shall  be  the  duty  of  the  Trustee,  upon  being  indemnified 


48 


as  hereinafter  provided,  to  take  all  steps  needful  for  the  pro¬ 
tection  and  enforcement  of  its  rights  and  the  rights  of  the  holders 
of  the  bonds  hereby  secured,  and  to  exercise  the  powers  of  entry 
or  sale  herein  conferred,  or  both,  or  to  take  appropriate  judicial 
proceedings  by  action,  suit  or  otherwise,  as  the  Trustee,  being 
advised  by  counsel  learned  in  the  law,  shall  deem  most  expedient 
in  the  interest  of  the  holders  of  the  bonds  hereby  secured;  but 
anything  in  this  indenture  to  the  contrary  notwithstanding,  the 
holders  of  seventy-five  per  cent  in  amount  of  the  bonds  hereby 
secured  and  then  outstanding,  from  time  to  time,  shall  have  the 
right  to  direct  and  to  control  the  action  of  the  Trustee,  and  the 
method  and  the  place  of  conducting  any  and  all  proceedings  for 
any  sale  of  the  premises  and  property  subject  to  this  indenture, 
or  for  the  foreclosure  of  this  indenture  or  for  the  appointment 
of  a  receiver,  or  any  other  proceedings  hereunder. 

Sec.  7.  In  the  event  of  any  sale,  whether  made  under  the 
power  of  sale  herein  granted  or  conferred,  or  under  or  by  virtue 
of  judicial  proceedings,  or  of  some  judgment  or  decree  of  fore¬ 
closure  and  sale,  the  whole  of  the  property  subject  to  this  in¬ 
denture  shall  be  sold  in  one  parcel  and  as  an  entirety,  including 
all  the  rights,  title,  estates,  railroads,  equipment,  franchises, 
leases,  leasehold  interests,  contracts,  stocks,  bonds  and  other 
real  and  personal  property  of  every  name  and  nature,  unless 
such  sale  as  an  entirety  be  impracticable  by  reason  of  some 
statute  or  other  cause,  or  unless  the  holders  of  a  majority  in 
amount  of  the  bonds  hereby  secured  then  outstanding  shall  in 
writing  request  the  Trustee  to  cause  said  premises  to  be  sold  in 
parcels,  in  which  case  the  sale  shall  be  made  in  such  parcels  as 
may  be  specified  in  such  request;  and  this  provision  shall  bind 
the  parties  hereto,  and  each  and  every  of  the  holders  of  the  bonds 
and  coupons  hereby  secured,  or  intended  so  to  be. 

Sec.  8.  Notice  of  any  sale  pursuant  to  any  provision  of 
this  indenture,  shall  state  the  time  and  place  when  and  where 
the  same  is  to  be  made,  and  shall  contain  a  brief  general  descrip- 


49 


tion  of  the  property  to  be  sold,  and  shall  be  sufficiently  given  if 
published  once  in  each  week  for  four  successive  weeks  prior  to 
such  sale  in  a  newspaper  published  in  the  City  of  New  York, 
New  York,  and  in  such  other  manner  as  may  be  required  by  law. 

Sec.  9.  The  Trustee  may  from  time  to  time  adjourn  any 
sale  by  it  to  be  made  under  the  provisions  of  this  indenture 
by  announcement  at  the  time  and  place  appointed  for  such 
sale  or  for  such  adjourned  sale  or  sales;  and  without  further 
notice  or  publication,  it  may  make  such  sale  at  the  time  and 
place  to  which  the  same  shall  be  so  adjourned. 

Sec.  10.  Upon  the  completion  of  any  sale  or  sales  under 
this  indenture,  the  Trustee  shall  execute  and  deliver  to  the  ac¬ 
cepted  purchaser  or  purchasers  a  good  and  sufficient  deed,  or 
good  and  sufficient  deeds,  and  other  instruments,  conveying, 
assigning  and  transferring  the  properties  and  franchises  sold, 
subject  severally  and  respectively  to  the  liens  thereon  which  then 
shall  be  prior  and  superior  to  the  lien  of  this  indenture.  The 
Trustee  and  its  successors  hereby  are  appointed  the  true  and 
lawful  attorneys  irrevocable  of  the  Railway  Company,  in  its 
name  and  stead  to  make  all  necessary  conveyances  and  assign¬ 
ments  of  property,  and  all  necessary  transfers  of  shares  of 
stock  or  bonds  or  other  obligations,  thus  sold;  and  for  that 
purpose  it  and  they  may  execute  all  necessary  deeds  and  in¬ 
struments  of  assignment  and  transfer,  and  may  substitute  one 
or  more  persons  with  like  power;  the  Railway  Company  hereby 
ratifying  and  confirming  all  that  its  said  attorneys  or  such  sub¬ 
stitute  or  substitutes  shall  lawfully  do  by  virtue  hereof. 

Any  such  sale  or  sales  made  under  or  by  virtue  of  this  in¬ 
denture,  whether  under  the  power  of  sale  herein  granted  and 
conferred,  or  under  or  by  virtue  of  judicial  proceedings,  shall 
operate  to  divest  all  right,  title,  interest,  claim  and  demand 
whatsoever,  either  at  law  or  in  equity,  of  the  Railway  Com¬ 
pany,  of,  in  and  to  the  premises  and  property  so  sold,  and 
shall  be  a  perpetual  bar  both  at  law  and  in  equity,  against  the 


50 


Railway  Company,  its  successors  and  assigns,  and  against  any 
and  all  persons  claiming  or  to  claim  the  premises  or  property 
sold,  or  any  part  thereof,  from,  through  or  under  the  Railway 
Company,  its  successors  or  assigns. 

The  personal  property  and  chattels  conveyed  or  intended 
to  be  conveyed  by  or  pursuant  to  this  indenture,  other  than 
stocks,  bonds  and  other  securities  and  claims,  shall  be  real 
estate  for  all  the  purposes  of  this  indenture,  and  shall  be  held 
and  taken  to  be  fixtures  and  appurtenances  of  the  said  railroad 
and  part  thereof,  and  are  to  be  used  and  sold  therewith  and  not 
separate  therefrom,  except  as  herein  otherwise  provided. 

Sec.  11.  The  receipt  of  the  Trustee  for  the  purchase  money 
paid  at  any  such  sale  shall  be  a  sufficient  discharge  therefor  to 
any  purchaser  of  the  property  or  any  part  thereof,  sold  as 
aforesaid;  and  after  paying  such  purchase  money  and  receiving 
such  receipt,  no  such  purchaser  or  his  representatives,  grantees 
or  assigns  shall  be  bound  to  see  to  the  application  of  such  pur¬ 
chase  money  upon  or  for  any  trust  or  purpose  of  this  indenture, 
or  in  any  manner  whatsoever  shall  be  answerable  for  any  loss, 
misapplication  or  non-application  of  any  such  purchase  money 
or  any  part  thereof,  or  shall  be  bound  to  inquire  as  to  the  au¬ 
thorization,  necessity,  expediency  or  regularity  of  any  such  sale. 

Sec.  12.  In  case  of  such  sale  under  the  foregoing  pro¬ 
visions  of  this  Article,  whether  made  under  the  power  of  sale 
herein  granted  or  pursuant  to  judicial  proceedings,  the  whole 
of  the  principal  sums  of  the  bonds  hereby  secured,  if  not  pre¬ 
viously  due  at  once  shall  become  and  shall  be  due  and  payable, 
anything  in  said  bonds  or  in  this  indenture  to  the  contrary 
notwithstanding. 

Sec.  13.  The  purchase  money,  proceeds  or  avails  of  any 
such  sale,  whether  under  the  power  of  sale  herein  granted  or 
pursuant  to  judicial  proceedings,  together  with  any  other  sums 
which  then  may  be  held  by  the  Trustee  under  any  of  the  pro- 


51 


visions  of  this  indenture  as  part  of  the  trust  estate  or  the  pro¬ 
ceeds  thereof,  shall  be  applied  as  follows: 

First.  To  the  payment  of  the  costs  and  expenses  of 
such  sale,  including  a  reasonable  compensation  to  the 
Trustee,  its  agents,  attorneys  and  counsel,  and  of  all  ex¬ 
penses,  liabilities  or  advances  made  or  incurred  by  the 
Trustee  under  this  indenture,  and  to  the  payment  of  all 
taxes,  assessments,  or  liens  prior  to  the  lien  of  these  presents, 
except  any  taxes,  assessments  or  other  superior  liens  sub¬ 
ject  to  which  the  property  shall  have  been  sold. 

Second.  To  the  payment  of  the  whole  amount  then 
owing  or  unpaid  upon  the  bonds  hereby  secured  for  princi¬ 
pal  and  interest,  with  interest  at  the  rate  of  four  and  one- 
half  per  cent  per  annum  on  overdue  installments  of  interest, 
and  in  case  such  proceeds  shall  be  insufficient  to  pay  in  full 
the  whole  amount  so  due  and  unpaid  upon  the  said  bonds, 
then  to  the  payment  of  such  principal  and  interest,  with¬ 
out  preference  or  priority  of  principal  over  interest,  or  of 
interest  over  principal,  or  of  any  installment  of  interest 
over  any  other  installment  of  interest,  ratably  to  the 
aggregate  of  such  principal  and  the  accrued  and  unpaid 
interest,  subject,  however,  to  the  provisions  of  Section  1  of 
this  Article  Four. 

Third.  To  the  payment  of  the  surplus,  if  any,  to  the 
Railway  Company,  its  successors  or  assigns,  or  to  whoso¬ 
ever  shall  be  lawfully  entitled  to  receive  the  same. 

Sec.  14.  Upon  any  sale  as  aforesaid  by  the  Trustee  or  pur¬ 
suant  to  judicial  proceedings,  the  Trustee  or  any  bondholder 
or  any  other  person  may  bid  for  and  may  become  purchaser  of 
the  property  offered  for  sale,  or  any  part  thereof,  for  itself  or 
himself,  without  accountability  in  respect  thereof,  except  for 
payment  of  the  purchase  price  and  compliance  with  the  terms 
of  sale.  In  settlement  or  payment  of  such  purchase  price,  any 
purchaser  shall  be  entitled  to  use  and  to  apply  any  bonds,  and 


52 


any  matured  and  unpaid  interest  obligations  hereby  secured, 
by  presenting  the  same  so  that  there  may  be  credited  thereon 
the  sums  applicable  to  such  payment  pursuant  to  the  pro¬ 
visions  of  Section  13  of  this  Article  Four;  and  thereon  there 
shall  be  allowed  to  such  purchaser,  on  account  of  such  pur¬ 
chase  price,  the  sums  so  credited  on  the  bonds  and  the  interest 
obligations  so  presented. 

Sec.  15.  The  Railway  Company  covenants  that  (1)  in 
case  default  shall  be  made  in  the  payment  of  any  interest  on 
any  bond  or  bonds  at  any  time  outstanding  and  secured  by 
this  indenture,  and  such  default  shall  have  continued  for  the 
period  of  six  months,  or  (2)  in  case  default  shall  be  made  in  the 
payment  of  the  principal  of  any  such  bonds  when  the  same  shall 
become  payable,  whether  at  the  maturity  of  said  bonds,  or 
by  declaration  as  authorized  by  this  indenture,  or  upon  a 
sale  as  mentioned  in  Section  12  of  this  Article  Four, — then, 
upon  demand  of  the  Trustee,  the  Railway  Company  will  pay 
to  the  Trustee,  for  the  benefit  of  the  holders  of  the  bonds  and 
interest  obligations  hereby  secured,  then  outstanding,  the 
whole  amount  that  then  shall  have  become  due  and  payable  on 
all  such  bonds  for  interest  or  principal,  or  both,  as  the  case  may 
be,  with  interest  at  the  rate  of  four  and  one-half  per  cent  per 
annum  upon  the  overdue  principal  and  installments  of  interest; 
and  in  case  the  Railway  Company  shall  fail  to  pay  the  same 
forthwith  upon  such  demand,  the  Trustee,  in  its  own  name  and 
as  Trustee  of  an  express  trust,  shall  be  entitled  to  recover 
judgment  for  the  wrhole  amount  so  due  and  unpaid. 

The  Trustee  shall  be  entitled  to  recover  judgment  as  afore¬ 
said,  either  before  or  after  or  during  the  pendency  of  any  pro¬ 
ceedings  for  the  enforcement  of  the  lien  of  this  indenture,  and 
the  right  of  the  Trustee  to  recover  such  judgment  shall  not  be 
affected  by  any  entry  or  sale  hereunder,  or  by  the  exercise  of 
any  other  right,  powder  or  remedy  for  the  enforcement  of  the 
provisions  of  this  indenture  or  the  foreclosure  of  the  lien  thereof. 
In  case  of  a  sale  of  the  property  subject  to  this  indenture,  and 


53 


of  the  application  of  the  proceeds  of  sale  to  the  payment  of  the 
debt  secured  by  this  indenture,  the  Trustee,  in  its  own  name 
and  as  trustee  of  an  express  trust,  shall  be  entitled  to  enforce 
payment  of  and  to  receive  all  amounts  then  remaining  due  and 
unpaid  upon  any  and  all  of  the  bonds  issued  hereunder  and  then 
outstanding,  for  the  benefit  of  the  holders  thereof,  and  shall  be 
entitled  to  recover  judgment  for  any  portion  of  the  debt  remain¬ 
ing  unpaid,  with  interest.  No  recovery  of  any  such  judgment 
by  the  Trustee,  and  no  levy  of  any  execution  upon  any  such 
judgment  upon  property  subject  to  this  indenture,  or  upon  any 
other  property,  shall  in  any  manner  or  to  any  extent  affect  the 
lien  of  this  indenture  upon  the  property  or  any  part  of  the 
property  subject  to  this  ^indenture,  or  any  rights,  powers  or 
remedies  of  the  Trustee  hereunder,  or  any  lien,  rights,  powers  or 
remedies  of  the  holders  of  the  bonds  hereby  secured,  but  such  lien, 
rights,  powers  and  remedies  of  the  Trustee  and  of  the  bondholders 
shall  continue  unimpaired  as  before. 

Any  moneys  thus  collected  by  the  Trustee  under  this  sec¬ 
tion  shall  be  applied  by  the  Trustee  towards  payment  of  the 
amounts  then  due  and  unpaid  upon  such  bonds  and  coupons 
in  respect  of  which  such  moneys  shall  have  been  collected, 
ratably  and  without  any  preference  or  priority  of  any  kind 
(except  as  provided  in  Section  1  of  this  Article  Four),  accord¬ 
ing  to  the  amounts  due  and  payable  upon  such  bonds  and  cou¬ 
pons,  respectively,  at  the  date  fixed  by  the  Trustee  for  the  dis¬ 
tribution  of  such  moneys,  upon  presentation  of  the  several 
bonds  and  coupons  and  stamping  such  payment  thereon,  if 
partly  paid,  and  upon  surrender  thereof,  if  fully  paid. 

Sec.  16.  The  Railway  Company  will  not  at  any  time  insist 
upon  or  plead,  or  in  any  manner  whatever  claim  or  take  the 
benefit  or  advantage  of,  any  stay  or  extension  law,  now  or  at 
any  time  hereafter  in  force,  nor  will  it  claim,  take  or  insist  upon, 
any  benefit  or  advantage  from  any  law  now  or  hereafter  in  force 
providing  for  the  valuation  or  appraisement  of  the  property 
or  any  part  of  the  property  subject  to  this  indenture,  prior  to 


54 


any  sale  or  sales  thereof  to  be  made  pursuant  to  any  provision 
herein  contained,  or  to  the  decree,  judgment  or  order  of  any 
court  of  competent  jurisdiction,  nor  after  any  such  sale  or  sales 
will  it  claim  or  exercise  any  right  under  any  statute  enacted 
by  the  State  of  Florida,  or  by  any  other  State,  or  otherwise,  to 
redeem  the  property  so  sold  or  any  part  thereof,  and  it  hereby 
expressly  waives  all  benefit  and  advantage  of  any  such  law 
or  laws,  and  it  covenants  that  it  will  not  hinder,  delay  or  im¬ 
pede  the  execution  of  any  power  herein  granted  and  delegated 
to  the  Trustee,  but  that  it  will  suffer  and  permit  the  execution 
of  every  such  power  as  though  no  such  law  or  laws  had  been 
made  or  enacted. 

Sec.  17.  Upon  filing  a  "bill  in  equity,  or  upon  commence¬ 
ment  of  any  other  judicial  proceedings,  to  enforce  any  right  of 
the  Trustee  or  of  the  bondholders  under  this  indenture,  the 
Trustee  shall  be  entitled  to  exercise  the  right  of  entry,  and 
also  any  and  all  other  rights  and  powers,  herein  conferred  and 
provided  to  be  exercised  by  the  Trustee  upon  the  occurrence 
and  continuance  of  default,  as  hereinbefore  provided;  and,  as 
matter  of  right,  the  Trustee  shall  be  entitled  to  the  appoint¬ 
ment  of  a  receiver  of  the  premises  and  property  subject  to  this 
indenture,  and  of  the  earnings,  income,  revenue,  rents,  issues 
or  profits  thereof,  with  such  powers  as  the  Court  making  such 
appointment  shall  confer;  but  notwithstanding  the  appoint¬ 
ment  of  any  receiver,  the  Trustee  shall  be  entitled,  as  pledgee, 
to  continue  to  retain  possession  and  control  of  any  stocks, 
bonds,  cash  and  other  property  pledged  or  to  be  pledged  with 
the  Trustee  hereunder. 

Sec.  18.  At  any  time  hereafter  before  full  payment  of  the 
bonds  secured  hereby,  and  whenever  it  shall  deem  expedient 
for  the  better  protection  or  security  of  such  bonds  (although 
then  there  shall  be  no  default  entitling  the  Trustee  to  exercise 
the  rights  and  powers  conferred  by  Section  2  or  by  Section  3 
of  this  Article  Four),  the  Railway  Company,  with  the  consent 


55 


of  the  Trustee,  may  surrender  and  may  deliver  to  the  Trustee 
full  possession  of  the  whole  or  of  any  part  of  the  property, 
premises  and  interest  hereby  conveyed  or  assigned,  or  in¬ 
tended  so  to  be,  and  may  authorize  the  Trustee  to  collect  the 
dividends  and  interest  on  all  shares  of  stock,  bonds  and  other 
obligations  subject  to  this  indenture,  and  to  vote  upon  all 
such  shares  of  stock,  for  any  period  fixed  or  indefinite.  In 
such  event  the  Trustee  shall  enter  into  and  upon  the  prem¬ 
ises  and  property  so  surrendered  and  delivered,  and  shall  take 
and  receive  possession  thereof,  for  such  period,  fixed  or  in¬ 
definite,  as  aforesaid,  without  prejudice,  however,  to  its  right 
at  any  time  subsequently,  when  entitled  thereto  by  any  pro¬ 
vision  hereof,  to  insist  upon  maintaining  and  to  maintain  such 
possession  though  beyond  the  expiration  of  any  such  pre¬ 
scribed  period,  and  the  Trustee,  from  the  time  of  its  entry 
upon  such  premises  and  property,  shall  work,  maintain,  use, 
manage,  control  and  employ  the  same  in  accordance  with 
the  provisions  of  this  indenture,  and  shall  receive  and  apply 
the  income  and  revenues  thereof  as  provided  in  Section  2  of  this 
Article  Four.  Upon  application  of  the  Trustee,  and  with  the 
consent  of  the  Railway  Company,  if  then  there  be  no  subsisting 
default  such  as  is  specified  in  said  Section  2  of  this  Article  Four, 
and  without  such  consent  if  then  there  shall  be  such  a  subsisting 
default,  a  receiver  may  be  appointed  to  take  possession  of, 
and  to  operate,  maintain  and  manage  the  whole  or  any  part  of 
the  property  subject  to  this  indenture,  and  the  Railway  Com¬ 
pany  shall  transfer  and  deliver  to  such  receiver  all  such  property, 
wheresoever  the  same  may  be  situated;  and  in  every  case,  when 
a  receiver  of  the  whole  or  of  any  part  of  said  property  shall  be 
appointed  under  this  section,  or  otherwise,  the  net  income  and 
profits  of  such  property  shall  be  paid  over  to,  and  shall  be  re¬ 
ceived  by,  the  Trustee,  for  the  benefit  of  the  holders  of  the 
bonds  hereby  secured;  provided ,  however ,  that  notwithstanding 
the  appointment  of  any  such  receiver,  the  Trustee,  as  pledgee, 
shall  be  entitled  to  retain  possession  and  control  of  any  stocks, 
bonds,  cash  and  other  property  pledged  or  to  be  pledged  with  the 
Trustee  hereunder. 


56 


Sec.  19.  In  case  of  any  default  hereunder,  if,  in  order  to 
preserve  the  franchises  of  the  Railway  Company  and  to  avoid 
foreclosure  and  sale  involving  the  organization  of  a  successor 
company,  any  plan  of  reorganization  shall  be  proposed  with 
provisions  for  the  modification  of  this  indenture,  so  far  as  to 
authorize  and  require  the  creation  of  new  liens  upon  the  prop¬ 
erty  subject  to  this  indenture,  prior  and  superior  to  the  lien 
hereof,  then,  and  in  every  such  case  registered  holders  of  four- 
fifths  in  amount  of  all  of  the  bonds  hereby  secured  then  out¬ 
standing,  by  writing,  may  direct  the  Trustee,  in  behalf  of  all 
the  holders  of  all  bonds  then  or  thereafter  issued  hereunder, 
to  acquiesce  in  the  provisions  of  such  plan,  which  plan  also  may 
determine  and  provide  for  the  interest  of  other  creditors  and 
lienors  and  of  shareholders  of  the  Railway  Company.  This 
special  power,  however,  is  granted  to  the  registered  holders  of 
four-fifths  in  amount  of  the  bonds  upon  the  express  condition 
that  no  bond  hereby  secured  and  then  outstanding  shall  be 
changed  as  to  the  amount  of  principal  or  the  date  of  payment 
thereof,  or  as  to  the  rate  or  dates  of  payment  of  interest.  There¬ 
upon,  but  not  otherwise,  the  Trustee  shall,  by  writing,  acquiesce 
in  such  provisions  of  such  plan,  and  such  acquiescence  by  the 
Trustee  shall  constitute  the  irrevocable  assent  of  all  holders  of 
bonds  and  coupons  hereby  secured  to  any  such  accepted  modifi¬ 
cations,  as  set  forth  in  such  plan  and  necessary  to  give  effect  to 
such  provisions  thereof.  All  such  modifications  so  affecting 
this  indenture  and  the  bonds  and  coupons  hereby  secured,  shall 
be  reduced  to  a  written  agreement  between  the  Railway  Com¬ 
pany  and  the  Trustee,  and  such  agreement  shall  be  recorded 
in  the  place  where  then  shall  be  lodged  the  initial  record  of  this 
indenture;  and  thenceforth,  shall  be  deemed  a  part  of  this  in¬ 
denture,  and  thereafter  the  lien  of  this  indenture,  and  of  the 
bonds  hereby  secured,  shall  be  deemed  to  be,  and  shall  be,  sub¬ 
ordinate  to  such  new  and  prior  liens  created  pursuant  to  such 
plan,  but  only  to  the  extent  specified  in  such  written  agreement. 

Registration  of  bonds  for  any  purpose  of  this  section  shall  be 
sufficient  if  then  or  theretofore  made  and  then  continuing  in  any 
manner  permitted  by  Section  3  of  Article  Two  of  this  indenture. 


57 


Sec.  20.  No  holder  of  any  bond  or  coupon  hereby  secured 
shall  have  any  right  to  institute  any  suit,  action  or  proceeding 
in  equity  or  at  law  for  the  foreclosure  of  this  indenture,  or  for 
the  execution  of  any  trust  hereunder,  or  for  the  appointment 
of  a  receiver  or  for  any  other  remedy  hereunder,  unless  such 
holder  previously  shall  have  given  the  Trustee  written  notice  of 
such  default,  and  of  the  continuance  thereof,  as  hereinbefore 
provided;  nor  unless,  also,  the  holders  of  twenty-six  per  cent  in 
amount  of  the  bonds  hereby  secured,  then  outstanding,  shall 
have  made  written  request  upon  the  Trustee,  and  shall  have 
afforded  to  it  a  reasonable  opportunity,  either  to  proceed  to 
exercise  the  powers  hereinbefore  granted,  or  to  institute  such 
action,  suit  or  proceeding  in  its  own  name;  nor,  unless,  also, 
they  shall  have  offered  to  the  Trustee  adequate  security  and  in¬ 
demnity  against  the  costs,  expenses  and  liabilities  to  be  in¬ 
curred  therein  or  thereby;  nor  unless  the  Trustee  shall  refuse 
or  neglect  to  act  upon  such  notice,  request  and  indemnity; 
and  such  notification,  request  and  offer  of  indemnity  are  hereby 
declared,  in  every  such  case,  at  the  option  of  the  Trustee,  to  be 
conditions  precedent  to  the  execution  of  the  powers  and  trusts  of 
this  indenture  for  the  benefit  of  the  bondholders,  and  to  any 
action  or  cause  of  action  for  foreclosure  or  for  the  appointment 
of  a  receiver  or  for  any  other  remedy  hereunder;  it  being  under¬ 
stood  and  intended  that  no  one  or  more  holders  of  bonds  and 
interest  obligations  shall  have  any  right  in  any  manner  what¬ 
ever  by  his  or  their  action  to  affect,  disturb  or  prejudice  the 
lien  of  this  indenture,  or  to  enforce  any  right  hereunder  except 
in  the  manner  herein  provided,  and  that  all  proceedings  at  law 
or  in  equity  shall  be  instituted,  had  and  maintained  in  the 
manner  herein  provided  and  for  the  equal  benefit  of  all  holders 
of  such  outstanding  bonds  and  interest  obligations. 

All  rights  of  action  under  this  indenture,  or  Under  any  of  said 
bonds,  enforcible  by  the  Trustee,  may  be  enforced  by  the  Trustee 
without  the  possession  of  any  of  such  bonds  or  coupons,  or  the  pro¬ 
duction  thereof  on  the  trial  or  other  proceedings  relative  thereto, 
and  any  such  suit  or  proceedings  instituted  by  the  Trustee  shall 


58 


be  brought  in  its  name  as  Trustee,  and  any  recovery  of  judg¬ 
ment  shall  be  for  the  ratable  benefit  of  the  holders  of  said  bonds 
and  interest  obligations. 

Sec.  21.  Except  as  herein  expressly  provided  to  the  con¬ 
trary,  no  remedy  herein  conferred  upon  or  reserved  to  the 
Trustee,  or  to  the  holders  of  bonds  hereby  secured,  is  intended 
to  be  exclusive  of  any  other  remedy  or  remedies,  and  each  and 
every  such  remedy  shall  be  cumulative,  and  shall  be  in  addi¬ 
tion  to  every  other  remedy  given  hereunder  or  now  or  hereafter 
existing  at  law  or  in  equity  or  by  statute. 

Sec.  22.  No  delay  or  omission  of  the  Trustee,  or  of  any 
holder  of  bonds  hereby  secured,  to  exercise  any  right  to  power 
accruing  upon  any  default  continuing  as  aforesaid,  shall  im¬ 
pair  any  such  right  or  power,  or  shall  be  construed  to  be  a 
waiver  of  any  such  default,  or  an  acquiescence  therein;  and  every 
power  and  remedy  given  by  this  Article  to  the  Trustee,  or  to  the 
bondholders,  may  be  exercised  from  time  to  time,  and  as  often 
as  shall  be  deemed  expedient,  by  the  Trustee  or  by  the  bond¬ 
holders. 


Sec.  23.  In  the  event  of  the  enactment  by  the  Legislature 
of  the  State  of  Florida  of  any  law,  or  in  the  event  of  the  adoption 
or  entry  by  the  Railroad  Commission  (or  other  body  or  au¬ 
thority)  of  said  State  of  any  rule  or  order,  which  law  or  which 
rule  or  order  shall  fix  or  adjust,  or  shall  attempt  to  fix  or  adjust, 
the  rates  or  charges  for  transportation  by  railway  corporations  or 
common  carriers  of  said  state,  and  which  in  the  opinion  of  the  Trus¬ 
tee  shall  reduce  or  shall  tend  to  reduce  the  earnings  of  the  Railway 
Company  to  such  extent  as  to  impair  its  ability  to  meet  its 
obligation  to  pay  the  principal  or  the  interest  of  any  of  the  bonds 
secured  by  this  indenture, — then,  and  in  any  such  event,  upon 
the  written  request  of  the  holders  of  at  least  ten  per  cent,  of  the 
bonds  secured  hereby  and  at  the  time  outstanding,  and  upon 
receiving  indemnity  satisfactory  to  the  Trustee  against  any 
expense  or  liability  incurred  or  likely  to  be  incurred  thereby, 


50 


it  shall  be  the  duty  of  the  Trustee  to  institute  and  maintain 
such  action  or  proceedings  at  law  or  in  equity,  in  the  Courts  of 
the  United  States  or  of  the  State  of  Florida,  as  the  Trustee  may 
be  advised  by  counsel  learned  in  the  law,  to  protect  the  interests 
of  the  holders  of  the  bonds  secured  by  this  indenture,  or  to 
authorize  the  Railway  Company  to  charge  such  reasonable 
rates  for  the  transportation  of  freight  or  passengers  as  may  be 
necessary  to  enable  it  to  meet  its  obligations  upon  said  bonds. 

ARTICLE  FIVE. 

No  recourse  under  or  upon  any  obligation,  covenant  or 
agreement  contained  in  this  indenture,  or  in  any  bond  or  cou¬ 
pon  hereby  secured,  or  because  of  the  creation  of  any  indebted¬ 
ness  hereby  secured,  shall  be  had  against  any  incorporator, 
stockholder,  officer  or  director  of  the  Railway  Company,  or  of 
any  successor  corporation,  either  directly  or  through  the  Rail¬ 
way  Company,  by  the  enforcement  of  any  assessment  or  by  any 
legal  or  equitable  proceeding  by  virtue  of  any  statute  or  other¬ 
wise;  it  being  expressly  agreed  and  understood  that  this  in¬ 
denture,  and  the  obligations  hereby  secured,  are  solely  corporate 
obligations,  and  that  no  personal  liability  whatever  shall  attach 
to,  or  be  incurred  by.  the  incorporators,  stockholders,  officers 
or  directors  of  the  Railway  Company  or  of  any  successor  corpora¬ 
tion,  or  any  of  them,  because  of  the  incurring  of  the  indebted¬ 
ness  hereby  authorized,  or  under  or  by  reason  of  any  of  the 
obligations,  covenants  or  agreements  contained  in  this  in¬ 
denture,  or  in  any  of  the  bonds  or  coupons  hereby  secured,  or 
implied  therefrom;  and  that  any  and  all  personal  liability  of 
every  name  and  nature,  and  any  and  all  rights  and  claims 
against,  every  such  stockholder,  officer  or  director,  whether 
arising  at  common  law  or  in  equity,  or  created  by  statute  or 
constitution,  are  hereby  expressly  released  and  waived  as  a 
condition  of,  and  as  part  of  the  consideration  for  the  execution 
of  this  indenture  and  the  issue  of  the  bonds  and  interest  obliga¬ 
tions  secured  hereby. 


60 


ARTICLE  SIX. 

Section.  1  Any  demand,  request  or  other  instrument,  re¬ 
quired  by  this  indenture  to  be  signed  and  executed  by  bond¬ 
holders,  may  be  in  any  number  of  concurrent  writings  of  similar 
tenor,  and  may  be  signed  or  executed  by  such  bondholders 
in  person  or  by  agent  appointed  in  writing.  Proof  of  the  execu¬ 
tion  of  any  such  demand,  request  or  other  instrument,  or  of  the 
writing  appointing  any  such  agent,  and  of  the  ownership  by  any 
person  of  coupon  bonds  transferable  by  delivery,  shall  be  suffi¬ 
cient  for  any  purpose  of  this  indenture,  and  shall  be  conclusive 
in  favor  of  the  Trustee  and  of  the  Railway  Company  with  regard 
to  due  action  taken  by  it  under  such  instrument,  if  such  proof  be 
made  in  the  following  manner: 

The  fact  and  date  of  the  execution  by  any  person  of  any  such 
demand,  request,  or  other  instrument  or  writing,  may  be  proved 
by  the  certificate  of  any  notary  public,  or  other  officer  authorized 
to  take  acknowledgments  of  deeds  to  be  recorded  in  New  York, 
that  the  person  signing  such  request  or  other  instrument  acknowl¬ 
edged  to  him  the  execution  thereof,  or  by  an  affidavit  of  a  witness 
to  such  execution. 

The  fact  of  the  holding  by  any  bondholder  of  coupon  bonds 
transferable  by  delivery,  and  the  amounts  and  issue  numbers 
of  such  bonds,  and  the  date  of  his  holding  the  same,  may  be 
proved  by  a  certificate  executed  by  any  trust  company,  bank, 
bankers  or  other  depositary  (wherever  situated),  if  such  certifi¬ 
cate  shall  be  deemed  by  the  Trustee  to  be  satisfactory,  showing 
that  at  the  date  therein  mentioned  such  person  had  on  deposit 
with  such  depositary  the  bonds  described  in  such  certificate. 
The  ownership  of  registered  coupon  bonds  or  of  registered  bonds 
without  coupons  shall  be  proved  by  the  registers  of  such  bonds. 

Sec.  2.  The  Railway  Company  and  the  Trustee  may  deem 
and  may  treat  the  bearer  of  any  coupon  bond  hereby  secured 
which  shall  not  at  the  time  be  registered  as  hereinbefore  author¬ 
ized,  and  the  bearer  of  any  coupon  for  interest  on  any  bond, 
wdiether  such  bond  shall  be  registered  or  not,  as  the  absolute 


61 


owner  of  such  bond  or  coupon,  as  the  case  may  be,  for  the  pur¬ 
pose  of  receiving  payment  of  any  bond  or  coupon,  and  for  all 
other  purposes,  and  neither  the  Railway  Company  nor  the 
Trustee  shall  be  affected  by  any  notice  to  the  contrary. 

The  Railway  Company  and  the  Trustee  may  deem  and 
treat  the  person  in  whose  name  any  registered  bond  without 
coupons,  issued  hereunder,  shall  be  registered  upon  the  books 
of  the  Railway  Company,  as  hereinbefore  provided,  as  the 
absolute  owner  of  such  bond,  for  the  purpose  of  receiving  pay¬ 
ment  of,  or  on  account  of  the  principal  and  interest  of  such 
bond,  and  for  all  other  purposes,  and  may  deem  and  treat  the 
person  in  whose  name  any  coupon  bond  shall  be  so  registered 
as  the.  absolute  owner  th'ereof,  for  the  purpose  of  receiving 
payment  of,  or  on  account  of,  the  principal  thereof,  and  for  all 
other  purposes,  except  to  receive  payment  of  interest  repre¬ 
sented  by  outstanding  coupons;  and  all  such  payments  so 
made  to  any  such  registered  holder  for  the  time  being,  or  upon 
his  order,  shall  be  valid,  and,  to  the  extent  of  the  sum  or  sums 
so  paid,  effectual  to  satisfy  and  discharge,  the  liability  for 
moneys  payable  upon  any  such  bond. 


ARTICLE  SEVEN. 

Section  1.  From  time  to  time,  while  the  Railway  Company 
is  in  possession  of  any  of  the  property  subject  to  this  indenture, 
but  subject  to  the  conditions  and  limitations  in  this  section 
prescribed,  and  not  otherwise,  the  Trustee  shall  release  from 
the  lien  and  operation  of  this  indenture  any  part  of  the  rail¬ 
ways,  lands,  vessels  and  marine  equipment,  and  other  property 
then  subject  hereto,  except  stocks,  bonds  and  other  securities; 
provided  that  no  such  release  shall  be  made  unless  the  Railway 
Company  shall  have  sold,  or  shall  have  contracted  to  exchange 
for  other  property  or  to  sell,  the  property  so  to  be  released. 

Before  any  such  release  shall  be  given,  the  Railway  Company 
shall  file  with  the  Trustee — 


62 


(1)  A  certificate  under  its  corporate  seal  and  verified  by  the 
affidavit  of  its  President  or  of  one  of  its  Vice-Presidents  or  of 
its  Chief  Engineer,  setting  forth  (a)  a  description  of  the  property 
sold  or  to  be  sold  or  to  be  exchanged,  as  aforesaid,  and  (6) 
the  price  for  which  the  same  is  sold  or  to  be  sold,  or  a  description 
of  the  property  to  be  received  upon  any  exchange. 

(2)  A  copy  of  resolutions  duly  adopted  by  the  Board  of 
Directors  of  the  Railway  Company  or  of  the  Executive  Com¬ 
mittee  of  said  Board,  approving  said  sale  or  exchange  and  the 
terms  thereof,  and  setting  forth  (1)  that  the  use  of  no  part  of 
any  lines  of  track  or  rights  of  way  requested  to  be  released  is 
necessary  or  advantageous  in  the  operation  of  any  of  the  lines 
of  railway  subject  to  this  indenture,  or  is  required  to  maintain 
the  continuity  of  the  lines  of  railway  of  the  Railway  Company; 
and  (2)  that  the  retention  of  no  part  of  the  railways  or  other 
property  requested  to  be  released  is  necessary  or  advantageous 
for  the  operation,  maintenance  or  use  of  such  lines  of  railway, 
or  for  use  in  the  business  of  the  Railway  Company. 

The  proceeds  of  any  and  all  such  sales,  and  all  moneys  received 
as  compensation  for  any  property  subject  to  this  indenture  taken 
by  exercise  of  the  power  of  eminent  domain,  shall  be  set  apart 
and  be  applied,  with  the  approval  of  the  Trustee,  to  the  pur¬ 
chase  of  other  property,  real  or  personal,  or  for  betterments  of 
or  improvements  upon  any  part  of  the  mortgaged  premises. 
Any  new  property  acquired  by  the  Railway  Company  to  take 
the  place  of  any  property  released  hereunder,  ipso  facto,  shall 
become  and  be  subject  to  this  indenture,  as  fully  as  if  specifically 
mortgaged  or  assigned  hereby,  but,  if  requested  by  the  Trustee, 
the  Railway  Company  will  convey  and  assign  the  same  to  the 
Trustee  by  appropriate  deeds  or  other  instruments  upon  the 
trusts  and  for  the  purposes  of  this  indenture. 

The  Railway  Company,  from  time  to  time,  while  in  possession 
of  any  of  the  property  subject  to  this  indenture,  also  shall  have 
full  power  in  its  discretion,  to  dispose  of  any  portion  of  the 
machinery,  equipment  and  implements,  at  any  time  subject 
to  the  lien  hereof,  which  may  have  become  unfit  for  such  use, 


6:5 


replacing  the  same  by  new  machinery,  equipment  or  implements  , 
which  shall  become  subject  to  this  indenture. 

In  no  event  shall  any  purchaser  or  purchasers  of  any  prop¬ 
erty  sold  or  disposed  of  under  any  provision  of  this  Article  be 
required  to  see  to  the  application  of  the  purchase  money. 

Sec.  2.  Upon  the  written  request  of  the  President  or  of  a 
Vice-President  of  the  Railway  Company,  authorized  or  approved 
by  resolution  of  the  Board  of  Directors  or  of  the  Executive  Com¬ 
mittee  of  the  Railway  Company,  the  Trustee,  from  time  to  time, 
shall  execute  such  releases  or  other  instruments  as  may  be  re¬ 
quired  to  release  from  the  lien  and  operation  of  this  indenture, 
the  leasehold  interest,  or  the  term  of  the  lessee  or  lessees  and 
assigns,  under  any  lease  or  sub-lease,  which  may  be  executed  by 
the  Railway  Company  or  by  any  lessor  company  of  any  land  sub¬ 
ject  to  this  indenture  or  embraced  in  any  lease  pledged  or  as¬ 
signed  under  this  indenture,  which  is  not  embraced  in  the  right 
of  way  of  the  mortgaged  railroad  or  of  any  leased  railroad  and  is 
not  used  for  the  purpose  of  stations,  yards,  round-houses,  freight 
houses,  machine  shops,  docks  or  gravel-beds,  or  other  purposes 
connected  with  the  maintenance  or  operation  of  the  railroad,  and 
thereupon  such  leasehold  interest  or  term  shall  be  free  from  the 
lien  and  operation  of  this  indenture.  The  reversion  under  any 
such  lease  shall  be  and  shall  remain  subject  to  this  indenture. 

Sec.  3.  In  case  any  of  the  property  subject  to  this  indenture 
shall  be  in  the  possession  of  a  receiver  lawfully  appointed,  the 
powers  in  and  by  this  Article  conferred  upon  the  Railway  Com¬ 
pany  and  its  Board  of  Directors  may  be  exercised  by  such  re¬ 
ceiver  with  the  approval  of  the  Trustee,  and  if  the  Trustee  shall 
be  in  possession  of  any  of  such  property  under  any  provision  of 
this  indenture,  then  all  the  powers  in  this  Article  conferred  upon 
the  Railway  Company  and  its  Board  of  Directors  may  be 
exercised  by  the  Trustee  in  its  discretion. 

Sec.  4.  The  Railway  Company  from  time  to  time  may  make 
changes  or  alterations  in,  or  substitutions  of,  any  leases,  trackage 


64 


rights  or  contracts  that  are  subject  to  this  indenture;  provided 
that  in  case  of  any  changes  or  alterations  in,  or  any  substitu¬ 
tions  of,  any  leases,  contracts  or  trackage  rights,  by  which  the 
Railway  Company  secures  access  to  any  point  or  points,  the 
written  consent  of  the  Trustee  hereunder  shall  first  be  obtained. 
In  any  such  event,  any  modified,  altered  or  substituted  leases, 
contracts  or  trackage  rights  forthwith  shall  become  bound  by 
and  be  subject  to  the  terms  of  this  indenture,  in  the  same  manner 
as  those  previously  existing. 

Sec.  5.  A  certificate  signed  by  the  President  or  any  Vice- 
President  or  the  Chief  Engineer  of  the  Railway  Company, 
may  be  received  by  the  Trustee  as  conclusive  evidence  of  any 
of  the  facts  mentioned  in  this  Article,  and  shall  be  full  war¬ 
rant  to  the  Trustee  for  its  action  on  the  faith  thereof. 


ARTICLE  EIGHT. 

Section  1.  The  Trustee  shall  not  be  answerable  for  the 
default  or  the  misconduct  of  any  agent  or  attorney  appointed 
in  pursuance  hereof,  if  such  agent  or  attorney  shall  have  been 
selected  with  reasonable  care;  nor  shall  any  trustee  be  re¬ 
sponsible  for  the  acts  or  defaults  of  any  other  trustee  or  trustees, 
or  for  anything  whatever  in  connection  with  this  trust,  except 
each  for  its  or  his  willful  misconduct  or  gross  negligence. 
The  Trustee  shall  not  be  personally  liable  for  any  debts  duly 
contracted  by  it,  or  for  damages  to  persons  or  property  carried 
or  injured,  or  for  salaries  or  non-fulfillment  of  contracts,  during 
any  period  wherein  the  Trustee  shall  manage  the  trust  property 
or  premises  upon  entry  or  voluntary  surrender  as  aforesaid.  The 
Trustee  shall  be  under  no  obligation  to  take  any  action  towards 
the  execution  or  enforcement  of  the  trusts  hereby  created,  which, 
in  the  opinion  of  the  Trustee,  shall  be  likely  to  involve  it  in 
expense  or  liability,  unless  one  or  more  of  the  holders  of  the 
bonds  hereby  secured  shall,  as  often  as  required  by  the  Trustee, 
furnish  indemnity  satisfactory  to  the  Trustee  against  such  ex- 


65 


pense  or  liability;  nor  shall  the  Trustee  be  required  to  take  notice 
of  any  default  hereunder,  and  it  may  for  all  purposes  conclusively 
assume  that  there  has  been  no  default  hereunder,  unless  and  until 
notified  in  writing  of  such  default  by  the  holders  of  at  least  five 
per  cent  in  amount  of  the  bonds  hereby  secured  then  outstanding, 
or  to  take  any  action  in  respect  of  any  default  unless  requested 
to  take  action  in  respect  thereof  by  a  writing  signed  by  the 
holders  of  not  less  than  twenty-six  per  cent  in  amount  of  the 
bonds  hereby  secured,  then  outstanding,  and  tendered  in¬ 
demnity  as  aforesaid.  The  foregoing  provisions  of  this  section 
are  intended  only  for  the  protection  of  the  Trustee,  and  shall 
not  be  construed  to  affect  any  discretion  or  power  by  any  pro¬ 
vision  of  this  indenture  given  to  the  Trustee,  to  determine  whether 
or  not  it  shall  take  action  in  respect  of  any  default,  or  any  power 
or  discretion  of  the  Trustee  to  take  action  in  respect  of  any 
default,  without  such  notice  or  request  from  bondholders,  or  to 
affect  any  other  decision  or  power  given  to  the  Trustee.  The 
Trustee  shall  not  be  responsible  for  the  recording  of  this  in¬ 
denture  and  shall  not  be  required  to  file  the  same  as  a  chattel 
mortgage. 

Any  action  by  the  Trustee  upon  the  request  of  any  person  who 
at  the  time  is  the  owner  of  any  such  bond  or  bonds,  shall  be  con¬ 
clusive  and  binding  upon  all  future  owners  of  the  same  bond  or 
bonds. 

The  Trustee  shall  incur  no  liability  to  anybody  in  acting 
upon  any  notice,  request,  consent,  certificate,  bond,  document 
or  paper  believed  by  it  to  be  genuine  and  to  have  been  signed 
by  the  proper  person.  The  Trustee  may  receive  a  certificate 
under  the  corporate  seal  of  the  Railway  Company,  signed  by 
the  Secretary  or  an  Assistant  Secretary  of  the  Railway  Com¬ 
pany,  as  sufficient  evidence  of  the  passage  of  any  resolution  by 
the  Board  of  Directors  or  the  Executive  Committee  of  the 
Railway  Company. 

The  Trustee  shall  be  reimbursed  for,  and  be  indemnified 
against,  any  liability  or  damages  which  may  be  sustained  by 
it  in  the  premises.  The  Trustee  shall  have,  secured  hereby 


66 


upon  the  property  covered  by  this  indenture,  a  lien  prior  to 
that  of  any  bond  issued  under  this  indenture,  for  its  compen¬ 
sation  and  expenses,  and  also  for  any  liability  or  damage  by 
it  sustained  in  the  premises. 

The  Trustee  shall  not  be  responsible  in  any  manner  whatsoever 
for  the  validity  hereof,  or  for  the  amount  or  the  extent  of  the 
security  afforded  by  the  property  covered  hereby,  or  for  the 
recitals  herein  or  in  said  bonds  contained,  all  such  recitals  being 
and  to  be  taken  as  the  statements  of  the  Railway  Company;  nor 
shall  it  be  accountable  for  the  use  of  any  bonds  certified  and  de¬ 
livered  by  the  Trustee  hereunder  or  for  the  application  of  the 
proceeds  of  such  bonds. 

The  Trustee  shall  be  entitled  to  reasonable  compensation 
for  all  services  rendered  by  it  in  the  execution  of  the  trusts 
hereby  created,  and  the  Railway  Company  agrees  to  pay  such 
compensation  as  well  as  all  expenses  necessarily  incurred  or 
disbursed  by  the  Trustee  hereunder.  In  case  of  non-payment 
of  any  such  compensation  or  expenses,  the  amount  unpaid  shall 
be  a  lien  upon  the  mortgaged  premises  prior  to  the  lien  of  the 
bonds  secured  by  this  indenture. 

Sec.  2.  The  Trustee,  or  any  trustee  or  trustees  hereafter 
appointed,  may  resign  and  may  be  discharged  from  the  trusts 
created  by  this  indenture  by  giving  to  the  Railway  Company 
and  to  the  bondholders,  notice  by  publication  of  such  resig¬ 
nation,  specifying  a  date  when  such  resignation  shall  take  effect, 
which  notice  shall  be  published  at  least  once  on  a  day  not  less 
than  thirty  days  nor  more  than  sixty  days  prior  to  the  date  so 
specified,  in  a  newspaper  at  that  time  published  in  New  York, 
N.  Y.  Such  resignation  shall  take  effect  on  the  day  specified 
in  such  notice,  unless  previously  a  successor  trustee  shall  have 
been  appointed  as  hereinafter  provided,  in  which  event  such 
resignation  shall  take  effect  immediately  upon  the  appointment 
of  such  successor  trustee. 

Any  trustee  or  trustees  hereunder  may  be  removed  at  any 
time  by  an  instrument  in  writing  executed  by  the  Railway 


67 


Company,  or  by  an  instrument  in  writing  under  the  hands  of 
the  holders  of  a  majority  in  amount  of  the  bonds  hereby  secured 
and  then  outstanding. 

Sec.  3.  In  case  at  any  time  the  Trustee,  or  any  successor 
trustee,  shall  resign  or  shall  be  removed  or  otherwise  shall  be¬ 
come  capable  of  acting,  a  successor  or  successors  may  be  ap¬ 
pointed  by  the  holders  of  a  majority  in  amount  of  the  bonds 
hereby  secured  then  outstanding,  by  an  instrument  or  concur¬ 
rent  instruments  signed  by  such  bondholders  or  their  attorneys- 
in-fact  duly  authorized;  provided ,  nevertheless,  and  it  is  hereby 
agreed  and  declared  that,  in  case  at  any  time  there  shall  be  a 
vacancy  in  the  office  of  Trustee  hereunder,  the  Railway  Com¬ 
pany,  by  an  instrument  executed  by  order  of  its  Board  of  Di¬ 
rectors,  may  appoint  a  trustee  to  fill  such  vacancy  until  a  new 
trustee  shall  be  appointed  by  the  bondholders  as  herein  au¬ 
thorized.  Thereupon  the  Railway  Company  shall  publish  notice 
of  such  appointment  once  a  week  for  four  successive  weeks  in  a 
newspaper  published  in  New  York,  N.  Y.,  but  any  new  trustee 
so  appointed  by  the  Railway  Company  shall  immediately  and 
without  further  act  be  superseded  by  a  trustee  appointed  in  the 
manner  above  provided  by  the  holders  of  a  majority  in  amount 
of  the  bonds  hereby  secured,  if  such  appointment  by  bond¬ 
holders  be  made  prior  to  the  expiration  of  one  year  after  such 
publication  of  notice.  Every  such  trustee  appointed  in  place 
of  Bankers  Trust  Company,  or  its  successor  in  the  trust,  shall 
always  be  a  trust  company  in  good  standing,  having  a  capital 
and  surplus  aggregating  at  least  $1,000,000,  if  there  be  such  a 
trust  company  willing  and  able  to  accept  the  trust  upon 
reasonable  or  customary  terms. 

Any  such  new  trustee  appointed  hereunder  shall  execute, 
acknowledge  and  deliver  to  the  Railway  Company,  an  instru¬ 
ment  accepting  such  appointment  hereunder,  and  thereupon 
such  successor  trustee,  without  any  further  act,  deed  or  con¬ 
veyance,  shall  become  vested  with  all  the  estates,  properties, 
rights,  powers,  trusts  duties  and  obligations  of  its  predecessor 


68 


in  the  trust  hereunder,  with  like  effect  as  if  originally  named 
as  trustee  herein;  but,  nevertheless,  on  the  written  request  of 
the  Railway  Company  or  of  the  successor  trustee,  the  trustee 
ceasing  to  act  shall  execute  and  deliver  an  instrument  trans¬ 
ferring  to  such  successor  trustee,  upon  the  trusts  herein  ex¬ 
pressed,  all  the  estates,  properties,  rights,  powers  and  trusts 
of  the  trustee  so  ceasing  to  act,  and  shall  duly  assign,  transfer 
and  deliver  its  interests  in  any  stocks,  bonds  or  other  property 
and  moneys  subject  to  this  indenture,  to  the  successor  trustee 
so  appointed  in  its  place;  and,  upon  request  of  any  such  suc¬ 
cessor  trustee,  the  Railway  Company  shall  make,  execute, 
acknowledge  and  deliver  any  and  all  deeds,  conveyances  or 
other  instruments  in  writing  for  more  fully  and  certainly  vest¬ 
ing  in  and  confirming  to  such  successor  trustee  all  such  estates, 
properties,  rights,  powers  and  duties. 

Sec.  4.  For  the  purposes  of  Section  2  and  Section  3  of  this 
Article,  the  fact  of  the  holding  of  bonds  by  any  bondholder, 
and  the  amount  and  issue  numbers  of  such  bonds  and  the  date 
of  his  holding  the  same,  may  be  evidenced  either  in  the  manner 
specified  in  Article  Six  of  this  indenture  or,  at  the  option  of  any 
bondholder,  by  affidavit  of  the  bondholder  in  the  case  of  cou¬ 
pon  bonds  transferable  by  delivery,  and  by  a  certificate  of  the 
bond  registrar  in  the  case  of  registered  coupon  bonds  and 
registered  bonds  without  coupons. 

Sec.  5.  If  at  any  time  or  times,  in  order  to  conform  to  any 
law  of  any  locality  in  which  the  Railway  Company  may  hold 
property,  the  Railway  Company  shall  so  request,  the  Railway 
Company  and  the  Trustee  shall  unite  in  the  execution,  de¬ 
livery  and  performance  of  all  instruments  and  agreements 
necessary  or  proper  to  appoint  another  trust  company  or  one 
or  more  persons  approved  by  the  Trustee,  to  act  either  as  co¬ 
trustee  or  as  co-trustees,  for  any  purpose  of  this  indenture,  of 
all  or  any  of  the  property  subject  to  this  indenture  jointly 
with  the  Trustee  originally  named  herein  or  its  successors,  or 
to  act  as  separate  trustee  or  trustees  of  any  of  such  property. 


60 


ARTICLE  NINE. 

Section  1.  Until  some  default  shall  have  been  made  in  the 
due  and  punctual  payment  of  the  interest  or  of  the  principal 
of  the  bonds  at  any  time  outstanding  and  hereby  secured,  or 
of  some  part  of  such  interest  or  principal,  or  in  the  due  and 
punctual  performance  and  observance  of  some  covenant  or  con¬ 
dition  hereof  obligatory  upon  the  Railway  Company,  and,  until 
such  default  shall  have  continued  beyond  the  period  of  grace, 
if  any,  herein  provided  in  respect  thereof,  or  until  the  Railway 
Company  voluntarily  shall  have  surrendered  possession  to  the 
Trustee  as  herein  permitted,  the  Railway  Company,  its  suc¬ 
cessors  and  assigns,  shall  be  suffered  and  permitted  to  retain 
actual  possession  of  all  the  property  subject  to  this  indenture 
(other  than  bonds,  certificates,  of  stock,  cash  and  other  property, 
pledged  or  to  be  pledged  hereunder  with  the  Trustee)  and  to 
manage,  operate  and  use  the  same  and  every  part  thereof, 
with  the  rights  and  franchises  appertaining  thereto,  and  to  col¬ 
lect,  receive,  take,  use  and  enjoy  the  tolls,  earnings,  income, 
rents,  issues  and  profits  thereof. 

Sec.  2.  If,  when  the  bonds  hereby  secured  shall  have  be¬ 
come  due  and  payable,  the  Railway  Company  shall  well  and 
truly  pay,  or  cause  to  be  paid,  the  whole  amount  of  the  principal 
and  interest  due  upon  all  of  the  bonds  and  coupons  hereby 
secured,  then  outstanding,  or  shall  provide  for  the  payment 
of  such  bonds  and  coupons  by  depositing  with  the  Trustee 
hereunder  the  entire  amount  due  thereon  for  principal  and 
interest,  and  also  shall  pay,  or  cause  to  be  paid,  all  other  sums 
payable  hereunder  by  the  Railway  Company,  and  shall  well 
and  truly  keep  and  perform  all  the  things  herein  required 
to  be  kept  and  performed  by  it  according  to  the  true  intent 
and  meaning  of  this  indenture,  then  and  thereupon  all  prop¬ 
erty,  rights  and  interests  hereby  conveyed  or  assigned  or  pledged 
shall  revert  to  the  Railway  Company,  and  the  estate,  rights, 
title  and  interest  of  the  Trustee  shall  thereupon  cease,  determine 
and  become  void;  and  the  Trustee  in  such  case,  on  demand  of 
the  Railway  Company,  and  at  its  cost  and  expense,  shall  enter 


70 


satisfaction  of  this  indenture  upon  the  record;  otherwise  the 
same  shall  be,  continue  and  remain  in  full  force  and  virtue. 


ARTICLE  TEN. 

Section  1.  All  the  covenants,  stipulations,  promises  and 
agreements  in  this  indenture  contained,  by  or  in  behalf  of  the 
Railway  Company,  shall  bind  its  successors  and  assigns,  whether 
so  expressed  or  not. 

Sec.  2.  Nothing  contained  in  this  indenture  or  in  any  bond 
hereby  secured,  shall  prevent  any  consolidation  or  merger  of 
the  Railway  Company  with  any  other  corporation,  or  any 
conveyance  and  transfer  (subject  to  the  continuing  lien  of  this 
indenture  and  to  all  the  provisions  thereof),  of  all  the  property 
subject  to  this  indenture  as  an  entirety  to  a  railroad  corpora¬ 
tion  at  that  time  existing  under  and  by  virtue  of  the  laws  of  any 
State  or  States,  or  of  the  United  States,  and  empowered  to 
acquire  the  same;  provided,  however,  that  such  consolidation, 
merger  or  sale  shall  not  impair  the  lien  and  security  of  this  in¬ 
denture,  or  any  of  the  rights  or  powers  of  the  Trustee  or  of  the 
bondholders  hereunder,  and  that  upon  such  consolidation, 
merger  or  sale  the  due  and  punctual  payment  of  the  principal 
and  interest  of  all  of  the  bonds  hereby  secured,  according  to 
their  tenor,  and  the  due  and  punctual  performance  and  ob¬ 
servance  of  all  the  covenants  and  conditions  of  this  indenture, 
shall  be  assumed  by  the  corporation  formed  by  such  con¬ 
solidation  or  merger,  or  purchasing  as  aforesaid. 

Sec.  3.  In  case,  pursuant  to  Section  2  of  this  Article,  the 
Railway  Company  shall  be  consolidated  or  merged  with  any 
other  corporation,  or  shall  sell,  convey  and  transfer  (subject  to 
this  indenture),  all  the  property  covered  by  this  indenture, 
as  an  entirety  as  aforesaid,  the  successor  corporation  formed  by 
such  consolidation,  or  into  which  the  Railway  Company  shall 
have  been  merged,  or  which  shall  have  purchased  and  received 


71 


a  conveyance  and  transfer,  as  aforesaid — upon  executing  and 
causing  to  be  recorded  an  instrument  satisfactory  to  the  Trustee, 
whereby  such  successor  corporation  shall  assume  the  due  and 
punctual  payment  of  the  principal  and  interest  of  the  bonds 
hereby  secured,  and  the  performance  of  all  the  covenants  and 
conditions  of  this  indenture — shall  succeed  to,  and  be  sub¬ 
stituted  for,  the  Railway  Company,  party  of  the  first  part 
hereto,  with  the  same  effect  as  if  it  had  been  named  herein  as 
such  party  of  the  first  part;  and  such  successor  corporation  there¬ 
upon  may  cause  to  be  signed,  and  may  issue,  either  in  its  own 
name  or  in  the  name  of  Florida  East  Coast  Railway  Com¬ 
pany,  any  or  all  of  such  bonds  which  theretofore  shall  not 
have  been  signed  by  the  Florida  East  Coast  Railway  Com¬ 
pany  and  delivered  to  the  Trustee;  and,  upon  the  order 
of  'said  successor  corporation,  in  lieu  of  the  Railway  Com¬ 
pany,  and  subject  to  all  the  terms,  conditions  and  re¬ 
strictions  herein  prescribed,  the  Trustee  shall  certify  and  shall 
deliver  any  of  such  bonds  which  previously  shall  have  been 
signed  and  delivered  by  the  officers  of  the  Railway  Company 
to  the  Trustee  for  certification,  and  any  of  such  bonds  which  such 
successor  corporation  thereafter  shall  cause  to  be  signed  and 
delivered  to  the  Trustee  for  that  purpose.  All  the  bonds  so 
issued  shall,  in  all  respects,  have  the  same  legal  rank  and  se¬ 
curity  as  the  bonds  theretofore  or  thereafter  issued  in  accordance 
with  the  terms  of  this  indenture,  as  though  all  of  said  bonds  had 
been  issued  at  the  date  of  the  execution  hereof. 

Sec.  4.  For  every  purpose  of  this  indenture,  including  the 
execution,  issue  and  use  of  any  and  all  bonds  hereby  secured, 
the  terms  “  Railway  Company  ”  and  “  Florida  East  Coast 
Railway  Company  ”  include  and  mean  not  only  the  party  of.  the 
first  part  hereto,  but  also  any  such  successor  corporation  formed 
by  consolidation  or  otherwise  under  the  laws  of  Florida  or  of 
any  State  or  States  or  of  the  United  States.  Every  such  suc¬ 
cessor  or  purchasing  corporation  shall  possess,  and  from  time  to 
time  may  exercise,  each  and  every  right  and  power  hereunder 


72 


of  the  Florida  East  Coast  Railway  Company,  in  its  name  or 
otherwise. 

Sec.  5.  Any  act  or  proceeding,  by  any  provision  of  this 
indenture  authorized  or  required  to  be  done  or  performed  by 
any  board  or  officer  of  the  Railway  Company,  shall  and  may  be 
done  and  performed  with  like  force  and  effect  by  the  like  board 
or  officer  of  any  railroad  corporation  that  shall  at  the  time  be 
such  lawful  sole  successor  or  purchaser  of  the  Railway  Company. 

Sec.  6.  Nevertheless,  before  the  exercise  of  the  powers 
conferred  by  this  Article,  the  Railway  Company,  by  instru¬ 
ment  in  writing  executed  by  authority  of  two-thirds  of  its  board 
of  directors  and  delivered  to  the  Trustee,  may  surrender  any 
of  the  powers  reserved  to  the  Railway  Company  or  to  such 
successor  corporation;  and  thereupon  such  power  so  surrendered 
shall  terminate. 

Sec.  7.  The  word  Trustee  means  the  Trustee  for  the  time 
being,  whether  original  or  successor;  the  words  Trustee,  bond, 
bondholder,  shall  include  the  plural  as  well  as  the  singular  num¬ 
ber,  unless  otherwise  expressly  indicated.  The  word  coupons 
refers  to  the  interest  coupons  attached  to  the  coupon  bonds 
issued  hereunder.  The  word  person,  used  with  reference  to  a 
bondholder,  shall  include  associations  or  corporations  owning 
any  of  said  bonds. 

Bankers  Trust  Company,  Trustee,  the  party  hereto  of  the 
second  part,  hereby  accepts  the  trusts  in  this  indenture  declared 
and  provided,  and  agrees  to  perform  the  same  upon  the  terms 
and  conditions  hereinbefore  set  forth. 

For  the  purpose  of  facilitating  the  record  hereof,  this  indenture 
has  been  executed  in  nine  counterparts,  each  of  which  shall  be 
and  shall  be  taken  to  be  an  original,  and  all  collectively  but  one 
instrument. 

II n  WitnCSS  Whereof,  Florida  East  Coast  Railway  Com¬ 
pany,  the  party  hereto  of  the  first  part,  has  caused  this  indenture 


to  be  signed  and  acknowledged  or  proved  by  its  President  or  its 
Vice-President,  and  its  corporate  seal  to  be  hereunto  affixed,  and 
the  same  to  be  attested  by  the  signature  of  its  Secretary;  and 
Bankers  Trust  Company,  the  party  of  the  second  part,  has  caused 
its  corporate  seal  to  be  hereunto  affixed  and  to  be  attested  by 
its  Assistant  Secretary,  and  these  presents  to  be  signed  and 
acknowledged  or  proved  by  its  Vice-President,  dated  the  day  and 
year  first  above  written. 


Florida  East  Coast  Railway  Company, 
[l.  s.]  By  J.  R.  Parrott, 

President. 


Attest:  J.  C.  Salter, 

Secretary. 


Bankers  Trust  Company, 
[l.  s.]  By  Benj.  Strong,  Jr., 

Vice-President. 


Attest:  H.  F.  Wilson,  Jr., 

Asst.  Secretary. 


Signed,  sealed  and  delivered 
in  the  presence  of 

Wm.  H.  Bruder. 


F.  W.  Stevens. 
As  to  Florida  East  Coast 
Railway  Company, 


Signed,  sealed  and  delivered 
in  the  presence  of 

A.  C.  Livingston. 

E.  W.  Lyon. 

As  to  Bankers  Trust 
Company. 


74 


State  of  New  York 


State  of  New  York  j 

l  ss. 

County  of  New  York  J 


Be  it  remembered,  that  on  this  19th  day  of  June,  1909, 
before  me  a  duly  authorized  and  commissioned  notary  public 
of  the  State  of  New  York,  personally  appeared  Joseph  R.  Parrott, 
the  President  of  the  Florida  East  Coast  Railway  Company, 
the  corporation  named  in  and  which  executed  the  foregoing 
indenture,  and  Jasper  C.  Salter  the  Secretary  of  said  Company, 
both  to  me  personally  known  as  the  respective  officers  aforesaid 
and  each  being  duly  sworn  deposes  and  says  that  he  the  said 
Joseph  R.  Parrott,  resides  in  Jacksonville,  State  of  Florida,  and 
is  the  President  of  said  'corporation,  and  that  he,  the  said 
Jasper  C.  Salter,  resides  in  State  of  New  York,  and  is  the  Secre¬ 
tary  of  said  corporation,  that  they  know  the  corporate  seal  of  said 
Company;  that  the  seal  affixed  to  the  foregoing  instrument  is  such 
corporate  seal  and  that  it  was  affixed  thereto  by  the  order  of  the 
Board  of  Directors  of  said  Company,  and  that  they,  the  said 
Joseph  R.  Parrott  and  the  said  Jasper  C.  Salter,  signed  their 
names  thereto  by  like  order  of  said  Board  of  Directors  as  such 
President  and  Secretary  of  said  Company  respectively. 

And  the  said  Joseph  R.  Parrott  as  such  President  and  the  said 
Jasper  C.  Salter  as  such  Secretary,  further  acknowledged  to  me 
that  they  executed  said  instrument  in  the  name  of  said  Company 
and  under  its  corporate  or  common  seal  for  the  uses  and  pur¬ 
poses  therein  expressed,  and  that  said  instrument  is  the  act  and 
deed  of  said  corporation. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and 
official  seal,  this  19th  day  of  June,  A.D.,  1909. 


[Seal] 


Wm.  H.  Bruder, 

Notary  Public,  New  York  County,  State  of  New  York. 
My  commission  of  office  expires  March  30,  1911. 

State  of  New  York 


County  of  New  York  J 

Be  it  remembered,  that  on  this  23rd  day  of  June,  1909, 
before  me  a  duly  authorized  and  commissioned  notary  public  of 
the  State  of  New  York,  personally  appeared  Benjamin  Strong,  Jr., 


75 


Vice-President  of  Bankers  Trust  Company,  the  corporation 
named  in  and  which  executed  the  foregoing  indenture,  and 
Henry  F.  Wilson,  Jr.,  Assistant-Secretary  of  said  Company,  both 
to  me  personally  known  as  the  respective  officers  aforesaid  and 
each  being  duly  sworn  deposes  and  says  that  he,  the  said 
Benjamin  Strong,  Jr.,  resides  in  State  of  New  Jersey,  and  is 
the  Vice-President  of  said  corporation,  and  that  he,  the  said 
Henry  F.  Wilson,  Jr.,  resides  in  State  of  New  York,  and  is  the 
Assistant  Secretary  of  said  corporation,  that  they  know  the 
corporate  seal  of  said  Company;  that  the  seal  affixed  to  the 
foregoing  instrument  is  such  corporate  seal  and  that  it  was 
affixed  thereto  by  the  order  of  the  Board  of  Directors  of  said 
Company,  and  that  they,  the  said  Benjamin  Strong,  Jr.,  and 
the  said  Henry  F.  Wilson,  Jr.,  signed  their  names  thereto 
by  like  order  of  said 'Board  of  Directors  as  such  Vice-Presi¬ 
dent  and  Assistant-Secretary  of  said  Company  respectively. 

And  the  said  Benjamin  Strong,  Jr.,  as  such  Vice-President  and 
the  said  Henry  F.  Wilson,  Jr.,  as  such  Assistant  Secretary,  further 
acknowledged  to  me  that  they  executed  said  instrument  in  the 
name  of  said  Company  and  under  its  corporate  or  common  seal 
for  the  uses  and  purposes  therein  expressed  and  that  said  instru¬ 
ment  is  the  act  and  deed  of  said  corporation. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and 
official  seal,  this  23rd  day  of  June,  A.D.,  1909. 


[seal] 


Thomas  G.  Simpson, 
Notary  Public,  State  of  New  York. 
Notary  Public,  New  York  County. 


My  commission  of  office  expires  March  30,  1910. 


70 


State  of  Florida 

Putnam  County 

Filed  for  Record  at  9:25  o’clock  a.m.  on  the  day  of  5th  of 
July  A.  D.,  1909  and  recorded  on  the  15th  day  of  July  A.  D., 
1909  in  book  of  Mortgages  No.  “  Z  ”  Page  61  to  111. 

(Signed)  Henry  Hutchinson, 
[seal]  Clerk  Circuit  Court. 

By  (Signed)  J.  C.  Walis, 
D.  C. 

State  of  Florida 

County  of  Dade 

This  instrument  was  filed  for  record  this  5th  day  of  July 
at  3:40  P.M.  1909,  and  duly  recorded  in  Book  17  of  Mortgages 
on  page  102. 

(Signed)  Z.  T.  Merritt, 

[seal]  Clerk  Circuit  Court. 

By  (Signed)  T.  H.  Gray, 

Record  verified.  Deputy  Clerk. 

436S 

Filed  in  the  office  of  the  Clerk  of  the  Circuit  Court,  St.  Johns 
County,  Florida,  on  the  5th  day  of  July  A.  D.,  1909,  9  A.M. 
and  recorded  in  Mtg.  Record  P.  at  Page  142-188. 

(Signed)  W.  Wallace  Snow, 

[seal]  Clerk  Circuit  Court. 

Record  verified. 


State  of  Florida  1 

|  ss. 

County  of  Monroe  J 

Be  it  Remembered  That  on  the  6th  day  of  July  A.  D.,  1909 
the  annexed  instrument  of  writing  was  presented  and  filed  for 
record  with  the  Subscriber,  Clerk  of  the  Circuit  Court,  for  said 


county  and  the  same  being  properly  authenticated,  I  have  duly 
recorded  the  same  in  book  “  L  ”  of  Mortgage  &  Leins  on  pages 
12  to  61  Monroe  County  Records. 

Witness  my  hand  and  the  seal  of  the  said  court  this  the  6th 
day  of  July,  1909. 

(Signed)  E.  W.  Russell, 

[seal]  Clerk. 

By  (Signed)  I).  Z.  Filer, 

Record  verified.  D.  C. 


State  of  Florida 
County  of  Brevard 

This  instrument  of  writing  was  filed  for  record  in  the  office  of 
the  Clerk  of  the  Circuit  Court  on  this  6th  day  of  July,  A.  D., 
1909,  at  5:15  o’clock  p.m.  and  the  same  has  been  duly  recorded 
in  Mortgage  book  “  R  ”  at  page  132  et  seq. 

Witness  my  hand  and  the  seal  of  the  Circuit  Court  this  6th 
day  of  July  A.  D.,  1909  at  5:15  o’clock  p.m. 

(Signed)  A.  A.  Stewart, 

[seal]  Clerk  Circuit  Court. 

By  (Signed)  O.  A.  Stewart, 

Record  verified.  Deputy  Clerk. 


State  of  Florida 
County  of  Volusia 


ss. 


Filed  for  record  in  the  office  of  the  Clerk  of  Circuit  Court  on 
the  6th  day  of  July,  A.  D.,  1909  and  recorded  in  book  20  of 
Mtgs.  page  522  etc.  Record  Verified  at  10:10  A.M. 

Witness  my  hand  and  seal  of  said  Court  this  6th  day  of  July 
A.  D.,  1909. 

Saml.  D.  Jordan, 

[seal]  Clerk  Circuit  Court. 


78 


State  of  Florida 
County  of  St.  Lucie 

This  instrument  of  writing  was  filed  for  record  in  the  office  of 
the  Clerk  of  the  Circuit  Court  on  this  8th  day  of  July,  A.D., 
1909  at  9  o’clock  a.m.  and  the  same  has  been  duly  recorded  in 
Mortgage  book  1  at  page  658. 

Witness  may  hand  and  the  seal  of  the  Circuit  Court  this  8th 
day  of  July  A.  D.  1909. 

(Signed)  G.  E.  Fultz, 

[seal]  Clerk  Circuit  Court. 

Record  verified. 


21182 

Filed  and  Recorded  in  the  Public 
Records  of  Duval  Co.,  Fla. 

This  10th  day  of  July  1909,  11:15  A.M.  In  Mortgage  Book 
No.  36  on  page  150. 

R.  D.  Cassidey, 

[seal]  Clerk. 

By  E.  R.  Hedstrom, 
Record  verified.  D.  C. 


State  of  Florida 
County  of  Palm  Beach  ] 

This  instrument  was  filed  for  record  this  12th  day  of  July, 
1909,  at  9:15  A.M.,  and  duly  recorded  on  the  20th  day  of  July, 
1909,  in  Book  2  of  Mtges  on  page  1. 

(Signed)  Fred.  E.  Fenno, 

[seal]  Clerk  Circuit  Court. 

By  (Signed)  Wm.  Coflin, 

Record  verified.  Deputy  Clerk. 


